Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18)-month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 and (ii) as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), ) by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since January 1, 2005, by the Borrower or any of the Subsidiaries of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to havethe discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregatefuture (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS SUBSTANCES" will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Borrower is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that the Borrower (i) no written noticehas violated any Environmental Laws; (ii) is required to clean up, request remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. Except as disclosed on the Borrower's environmental questionnaire provided to the Bank, there are not now, nor to the Borrower's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for informationthe storage of Hazardous Substances) stored, orderdeposited, complaint recycled or penalty has been received disposed of on, under or at any real estate owned or occupied by the Borrower during the periods that the Borrower owned or any of occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Borrower's knowledge, there are no proposed or pending changes in Environmental Laws which would adversely affect the Borrower or its Subsidiariesbusiness, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject the Borrower to Remedial Action or other actions, suits or proceedings pending or, liability. The Borrower currently complies with and will continue to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to timely comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws; and will provide the Bank, (iii) no Hazardous Material is located atimmediately upon receipt, on copies of any correspondence, notice, complaint, order or under other document from any property currently or, to the Borrower’s knowledge, formerly owned, operated source asserting or leased alleging any circumstance or condition which requires or may require a financial contribution by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability Remedial Action or obligation other response by or on the part of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, or which in any such case has not been made available to the Administrative Agent prior to the Closing Dateseeks damages or civil, and (v) there has been no material written environmental assessment criminal or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of punitive penalties from the Borrower or any for an alleged violation of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower Borrowers or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower Borrowers or any of its the Restricted Subsidiaries, (ii) each of the Borrower Borrowers and its the Restricted Subsidiaries has all environmental permits, licenses authorizations and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower Borrowers or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrowers or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its Subsidiaries under any Environmental Laws or Environmental Permitsthe Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrowers or any of the Restricted Subsidiaries is a party in which the Borrower Borrowers or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except Other than as disclosed on Schedule 5.18 or exceptions to matters any of the following that would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to a Material Adverse Effect: (a) The Parent Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any costof their current operations or for any property owned, liability leased, or obligation otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws, including any reasonably foreseeable future requirements thereto. (b) Materials of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to or at any real property presently or formerly owned, leased or operated by the Parent Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that other location, which would reasonably be expected to (i) give rise to any cost, liability or obligation other Environmental Costs of the Parent Borrower or any of its Restricted Subsidiaries under any applicable Environmental Laws Law, or Environmental Permits(ii) interfere with the planned or continued operations of the Parent Borrower and its Restricted Subsidiaries, or (iviii) there are no agreements in which impair the fair saleable value of any real property owned by the Parent Borrower or any of its Restricted Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf is part of the Collateral. (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental Law to which the Parent Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries of any property currently is reasonably likely to be, named as a party that is pending or, to the Borrower’s knowledge, formerly owned or leased by knowledge of the Parent Borrower or any of its Restricted Subsidiaries, threatened. (d) Neither the Parent Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern. (e) Neither the Parent Borrower nor any of its Restricted Subsidiaries has not been made available entered into or agreed to the Administrative Agent prior any consent decree, order, or settlement or other agreement, nor is subject to the Closing Dateany judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law.

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has have all environmental permits, licenses and other approvals necessary for its their operations to comply with all Environmental Laws (“Environmental Permits”) and is are in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (ia) no written notice, request for information, order, complaint complaint, Environmental Claim or penalty has been received by the Borrower Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of the Company, threatened against the Company or any of the Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Company or any of its the Subsidiaries, (iib) each of the Borrower Company and its the other Subsidiaries has all environmental permitsenvironmental, licenses health and other approvals safety permits necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental LawsLaws except for non-compliances which have been resolved and the costs of such resolution have been paid, (iiic) the Company and the other Subsidiaries have made available to the Administrative Agent prior to the date hereof the most recent environmental assessment in the control or possession of the Company or its Subsidiaries with respect to the operations of the Company and the Subsidiaries at the Mortgage Properties, (d) to the knowledge of the Company and the Subsidiaries, no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Company or any of its the other Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claim of the Borrower Company or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Company or any of or controlled, the other Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claim of the Borrower Company or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (ive) to the knowledge of the Company and the Subsidiaries, there are no acquisition agreements in pursuant to which the Borrower Company or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, (f) to the knowledge of the Company and the Subsidiaries, there are no landfills or disposal areas located at, on, in or under the assets of the Company or any Subsidiary, and (vg) to the knowledge of the Company and the Subsidiaries, except as listed on Schedule 3.15, there has are not currently and there have not been no material written environmental assessment any underground storage tanks “owned” or audit conducted “operated” (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effectas defined by applicable Environmental Law) by the Company or any Subsidiary or present or located on the Company’s or any Subsidiary’s Real Property. For purposes of Section 7.01(a), by or on behalf each of the Borrower or any representations and warranties contained in parts (d), (e), (f) and (g) of this Section 3.15 that are qualified by the knowledge of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of Company and the Subsidiaries that has shall be deemed not been made available to the Administrative Agent prior to the Closing Datebe so qualified.

Environmental Matters. Except as disclosed in Holdings’ annual report on Form 10-K filed with the SEC for Holdings’ fiscal year ended December 31, 2021, in subsequent quarterly reports on Form 10-Q filed with the SEC prior to the date hereof, or in any subsequent current report on Form 8-K filed with the SEC prior to the Closing Date, and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (ia) no written notice, demand, claim, request for information, order, complaint or penalty has been received by Holdings, the Borrower Company or any of its the Subsidiaries relating to Holdings, the Company or any of the Subsidiaries, and (b) there are no judicial, administrative or other actions, suits or proceedings relating to Holdings, the Company or any of the Subsidiaries pending or, or threatened relating to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iic) each of Holdings, the Borrower Company and its the Subsidiaries has all environmental permits, licenses and licenses, registrations, consents or other approvals authorizations necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and since January 4, 2014 has been, in compliance with the terms of such Environmental Permits permits, licenses, registrations, consents or other authorizations and with all other applicable Environmental Laws, (iiid) no Hazardous Material is located at, in, on or under under, or is emanating from, any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by Holdings, the Borrower Company or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower Company or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by Holdings, the Company or any of the Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Company or any of the Subsidiaries of under any property currently orEnvironmental Laws, (e) to the Borrower’s knowledgeknowledge of the Company, formerly owned there are no facts, conditions, situations or leased sets of circumstances (including any reasonably anticipated changes to Environmental Laws) which could reasonably be expected to give rise to any Environmental Liability or interfere with or prevent continued compliance by Holdings, the Borrower Company or any of Subsidiary with Environmental Laws, and (f) neither Holdings, the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateCompany nor any Subsidiary is financing or conducting any investigation, response or other corrective action under any Environmental Law at any location.

Environmental Matters. Except as set forth in Schedule 4.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to matters that would not comply could reasonably be expected to havehave a Material Adverse Effect. If the Parent, the Borrower, or any other Subsidiary shall (a) receive notice that any violation of any Environmental Law may have been committed or is about to be committed by such Person, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Parent, the Borrower or any other Subsidiary alleging violations of any Environmental Law or requiring any such Person to take any action in connection with the release of Hazardous Materials or (c) receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Materials or any damages caused thereby, and the matters referred to in such notices, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect: , the Borrower shall provide the Administrative Agent with a copy of such notice promptly, and in any event within 10 Business Days, after the receipt thereof. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to prevent the imposition of any material Liens on any of their respective properties arising out of or related to any Environmental Laws (other than a Lien (i) no written noticewhich is being contested in good faith by appropriate proceedings which operate to suspend the enforcement thereof and for which adequate reserves have been established on the books of the Parent, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiariessuch Subsidiary, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Lawsas applicable, in each case relating to the Borrower or any of its Subsidiariesaccordance with GAAP, (ii) each which has been bonded-off in a manner reasonably acceptable to the Administrative Agent, (iii) consisting of restrictions on the use of real property, which restrictions do not materially detract from the value of such property or impair the intended use thereof in the business of the Parent, the Borrower and its other Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws or (“Environmental Permits”iv) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would which could not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), by . Nothing in this Section shall impose any obligation or liability whatsoever on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateor any Lender.

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, notice of a request for information, order, complaint complaint, Environmental Claim or penalty has been received by the Borrower or any of its Borrower’s Subsidiaries, and there are no judicial, judicial or administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower or any of Borrower’s knowledge, threatened Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Borrower’s Subsidiaries, (ii) Borrower and each of the Borrower Borrower’s Subsidiaries have timely applied for, or obtained, and its Subsidiaries has as applicable maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations as currently conducted to comply with all Environmental Laws (“Environmental Permits”) and is is, and, within all surviving periods of applicable statutes of limitation, has been, in compliance with the terms and conditions of such Environmental Permits permits, registrations and licenses, and with all other Environmental Laws, (iii) none of the Borrower nor any of Borrower’s Subsidiaries is conducting or funding or known by Borrower to be responsible under Environmental Law for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials arising from any of their operations, (iv) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Borrower’s Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Borrower’s Subsidiaries under any Environmental Laws or Environmental PermitsClaim against the Borrower or any of Borrower’s Subsidiaries, and and, to the knowledge of Borrower, no Hazardous Material has have been generated, used, treated, stored, handled, disposed of or controlled, transported for disposal to or Released at any location offsite real properties of Borrower or any of Borrower’s Subsidiaries in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Borrower’s Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Borrower’s Subsidiaries, (v) none of the Borrower nor any of Borrower’s Subsidiaries has expressly assumed entered into any written agreement or undertaken responsibility contract to assume, guarantee or indemnify a third party for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing DateClaims, and (vvi) to the knowledge of the Borrower, there has are not currently and there have not been no material written environmental assessment any underground storage tanks owned or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), operated by the Borrower or any of Borrower’s Subsidiaries on behalf the Borrower’s or any Borrower’s Subsidiary’s real property. Representations and warranties of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available with respect to the Administrative Agent prior environmental matters are limited to the Closing Datethose in this Section 3.15.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower Parent or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to Parent or the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Parent or any of its Subsidiaries, (iib) each of the Borrower Parent and its Subsidiaries has all environmental permits, licenses licenses, concessions, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased by the Borrower Parent or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower Parent or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Parent or any of the Subsidiaries of any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned owned, operated or leased by the Borrower Parent or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except as to matters that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: Effect on Hanover: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any Each of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower Hanover and its Subsidiaries has obtained all environmental permits, licenses and other approvals necessary for its operations to comply with all Licenses under Environmental Laws (“Environmental Permits”) required for the conduct and operation of its business and is in compliance with the terms of such Environmental Permits and conditions contained therein, and is in compliance with all other applicable Environmental Laws; (ii) None of Hanover and its Subsidiaries is subject to any contractual environmental indemnification obligation regarding businesses currently or formerly owned, leased or operated by Hanover or any of its Subsidiaries or regarding properties or facilities currently or formerly owned, leased or operated by Hanover or any of its Subsidiaries; (iii) There are no Hazardous Material Environmental Claims pending or, to Hanover’s Knowledge, threatened against Hanover or any of its Subsidiaries; (iv) There is located atno condition on, on at or under any property (including the air, soil and ground water) currently or, to the BorrowerHanover’s knowledgeKnowledge, formerly owned, operated leased or leased used by Hanover or any of its Subsidiaries (including off-site waste disposal facilities) or created by Hanover’s or any Hanover Subsidiary’s operations that would create liability for Hanover under applicable Environmental Laws; and (v) There are no past or present actions, activities, circumstances, events or incidents (including the Borrower release, emission, discharge, presence or disposal of any Hazardous Material) with respect to Hanover or any of its Subsidiaries that would reasonably be expected to give rise form the basis of a claim under Environmental Laws or create liability under applicable Environmental Laws. (b) Hanover has made available to ▇▇▇▇▇▇ and Spinco all material site assessments, compliance audits and environmental studies or reports in its possession, custody or control relating to (i) the environmental conditions on, under or about the properties or assets currently or formerly owned, leased, operated or used by Hanover, any costof its Subsidiaries or any predecessor in interest thereto, liability and (ii) any Hazardous Materials used, managed, handled, transported, treated, generated, stored, discharged, emitted, or obligation otherwise released by Hanover, any of its Subsidiaries or any other Person on, under, about or from any of the Borrower properties currently or formerly owned or leased by, or otherwise in connection with the use or operation of any of the properties owned or leased by, or otherwise in connection with the use or operation of any of the properties and assets of, Hanover or any of its Subsidiaries under Subsidiaries, or their respective businesses and operations. (c) Notwithstanding any Environmental Laws or Environmental Permitsprovision of this Agreement to the contrary, this Section 5.11 constitutes the sole and no Hazardous Material has been generated, used, treated, stored, handled, disposed exclusive representations and warranties of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or Hanover relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment Environmental Claims or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateHazardous Materials.

Environmental Matters. Except as set forth in Schedule 4.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the any Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the such Borrower’s knowledge, threatened threatened, which allege a violation of or liability under any Environmental Laws, in each case relating to the such Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to any Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the such Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by such Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (iv) there are no agreements in which the any Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, date hereof and (v) there no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has been attached to any Property of any Borrower or any Subsidiary of any Borrower and, to the knowledge of the Borrowers, no material written environmental assessment facts, circumstances or audit conducted (other than customary assessments not revealing anything conditions exist that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of such Lien attaching to any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datesuch Property.

Environmental Matters. Except Acquiror and its Subsidiaries have complied in all respects with applicable Environmental Laws; no property (including buildings and any other structures) currently owned or operated by Acquiror or any of its Subsidiaries or in which Acquiror or any of its Subsidiaries (whether as fiduciary or otherwise) has a Lien, is being or, to Acquiror’s Knowledge, has been contaminated with, or has had any release of, any Hazardous Substance in such form or substance so as to matters that would create any liability for Acquiror or any of its Subsidiaries; Acquiror and its Subsidiaries are not reasonably be expected subject to have, individually liability for any Hazardous Substance disposal or in contamination on any other third-party property; within the aggregate, a Material Adverse Effect: (i) no last six years Acquiror and its Subsidiaries have not received any written notice, demand letter, claim or request for informationinformation alleging any violation of, or liability of Acquiror or any of its Subsidiaries under, any Environmental Law; Acquiror and its Subsidiaries are not subject to any written order, complaint decree, injunction or penalty has been received by the Borrower other agreement with any Governmental Authority or any third party relating to any Environmental Law; Acquiror and its Subsidiaries are not aware of or do not have any Knowledge of any facts that could lead to liability for handling or disposal of Hazardous Substances involving Acquiror or any of its Subsidiaries, and there are no judicialany currently owned or operated property (whether as fiduciary or otherwise), administrative or other actions, suits or proceedings pending or, any reasonably likely liability related to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Lien held by Acquiror or any of its Subsidiaries, (ii) each of the Borrower ; and Acquiror and its Subsidiaries has have made available to the Company copies of all environmental permitsreports, licenses studies, sampling data, correspondence, filings and other approvals necessary for environmental information in its operations possession or reasonably available to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on it relating to Acquiror or under any currently or formerly owned or operated property or any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower in which Acquiror or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability (whether as fiduciary or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material otherwise) has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in held a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLien.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to Borrower's knowledge, there has been no material written environmental assessment or audit conducted of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and (ivv) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending orEach Obligor has, to the Borrower’s knowledgebest knowledge of their respective executive officers, threatened which allege a violation of or liability under any Environmental Laws, obtained and maintained in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with effect all Environmental Laws Permits (“Environmental Permits”) and is in compliance with or the terms of such applicable Person has initiated the necessary steps to transfer the Environmental Permits and with all other Environmental Lawsinto its name or obtain such permits), (iii) no Hazardous Material is located at, on or under any property currently or, the failure to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that obtain which would reasonably be expected to give rise have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Each Obligor and its Properties, business and operations have been and are, to any costthe best knowledge of their respective executive officers, liability or obligation in compliance with all applicable Requirements of Environmental Law and Environmental Permits the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that failure to comply with which would reasonably be expected to give rise have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Each Obligor and its Properties, business and operations are not subject to any cost(A) Environmental Claims or (B), liability or obligation to the best knowledge of their respective executive officers (after making reasonable inquiry of the Borrower personnel and records of their respective Corporations), Environmental Liabilities, in either case direct or contingent, arising from or based upon any of its Subsidiaries under any Environmental Laws act, omission, event, condition or Environmental Permits, (iv) there are no agreements in which the Borrower circumstance occurring or any of its Subsidiaries has expressly assumed existing on or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that date hereof which would reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Properties, liabilities, condition (financial or otherwise), by business or on behalf operations of any Obligor. None of the officers of any Obligor has received any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (financial or otherwise), business or operations which would reasonably be expected to have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the future with respect to any of the Subsidiaries Properties of any property currently orObligor which would reasonably be expected to have a material adverse effect on the Properties, to liabilities, condition (financial or otherwise), business or operations of any Obligor, for which the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that applicable Obligor has not been made available to the Administrative Agent prior to the Closing Dategood faith provisions in its business plan and projections of financial performance.

Environmental Matters. Except as set forth in the Abacus SEC Reports filed prior to the date hereof and except for those matters that would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to have an Abacus Material Adverse Effect: : (i) no Abacus and each of its Subsidiaries is in compliance with all applicable Environmental Laws (as defined below), and neither Abacus nor any of its Subsidiaries has received any written notice, request for information, order, complaint communication from any Person or penalty has been received by the Borrower Governmental Entity that alleges that Abacus or any of its SubsidiariesSubsidiaries is not in compliance with applicable Environmental Laws. (ii) Abacus and each of its Subsidiaries has obtained or has applied for all applicable environmental, health and safety permits, licenses, variances, approvals and authorizations required under Environmental Laws (collectively, the "Environmental Permits") necessary for the construction of its facilities or the conduct of its operations, and there all those Environmental Permits are in effect or, where applicable, a renewal application has been timely filed and is pending agency approval, and Abacus and its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits. (iii) There is no judicial, administrative or other actions, suits or proceedings Environmental Claim (as defined below) pending or, to the Borrower’s knowledgeknowledge of Abacus, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower (i) against Abacus or any of its Subsidiaries, (ii) each against any Person whose liability for any Environmental Claim has been retained or assumed contractually by Abacus or any of the Borrower and its Subsidiaries has all environmental permitsSubsidiaries, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, or (iii) no Hazardous Material is located at, on against any real or under any personal property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower operations which Abacus or any of its Subsidiaries owns, leases or operates, in whole or in part. (iv) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably be expected likely to give rise to form the basis of any cost, liability or obligation of the Borrower Environmental Claim against Abacus or any of its Subsidiaries under Subsidiaries, or against any Person whose liability for any Environmental Laws or Environmental Permits, and no Hazardous Material Claim has been generated, used, treated, stored, handled, disposed of retained or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower assumed contractually by Abacus or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and Subsidiaries. (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf None of the Borrower properties owned, leased or operated by Abacus, its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower Superfund Sites or any analogous state list (excluding easements that transgress those Superfund sites). For purposes of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.this Agreement:

Environmental Matters. (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint as disclosed in or penalty has been received contemplated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating Form 10-K Report to the Borrower SEC for the year ended December 31, 2004 or in any of its Subsidiariessubsequent Form 10-Q or 8-K Report or otherwise furnished to the Administrative Agent in writing, or (ii) each to the extent that the liabilities of the Borrower and its Subsidiaries has all environmental permitsSubsidiaries, licenses and other approvals necessary for its operations taken as a whole, that relate to comply with all Environmental Laws or could result from the matters referred to in clauses (“Environmental Permits”i) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, through (iii) no Hazardous Material is located atof this Section 5.16(a), on or under any property currently orinclusive, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect, to the Borrower’s or any of its Subsidiaries’ knowledge: (i) no notice, notification, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed nor is any investigation or review pending or threatened by any governmental or other entity with respect to any (A) alleged violation by the Borrower or any of its Subsidiaries of any Environmental Law, (B) alleged failure by the Borrower or any of its Subsidiaries to have any environmental permit, certificate, license, approval, registration or authorization required in connection with the conduct of its business or (C) generation, storage, treatment, disposal, transportation or release of Hazardous Substances; (ii) no Hazardous Substance has been released (and no written notification of such release has been filed) (whether or not in a reportable or threshold planning quantity) at, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries; and (iii) no property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries or any property to which the Borrower or any of its Subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances, is listed or, to the Borrower’s or any of its Subsidiaries’ knowledge, proposed for listing, on the National Priorities List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), by on CERCLIS (as defined in CERCLA) or on behalf any similar federal, state or foreign list of sites requiring investigation or clean-up. (b) Except as disclosed in or contemplated by the Borrower’s Form 10-K Report to the SEC for the year ended December 31, 2004 or in any subsequent Form 10-Q or 8-K Report or otherwise furnished to the Administrative Agent in writing, to the Borrower’s or any of its Subsidiaries’ knowledge, there are no Environmental Liabilities that have resulted or could reasonably be expected to result in a Material Adverse Effect. (c) For purposes of this Section 5.16, the terms “the Borrower” and “Subsidiary” shall include any business or business entity (including a corporation) which is a predecessor, in whole or in part, of the Borrower or any of its Subsidiaries from the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned time such business or leased by the Borrower or any business entity became a Subsidiary of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateParent.

Environmental Matters. (a) Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by Holdings, the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental LawsLaws or any other Environmental Liability, in each case relating to Holdings, the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledgeknowledge of Holdings, the Borrower or any of its Subsidiaries, formerly owned, operated or leased by Holdings, the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned or controlled by Holdings, treated, stored, handled, disposed the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would could reasonably be expected to give rise to any costcause Holdings, liability or obligation of the Borrower or any of its Subsidiaries under to incur any Environmental Laws or Environmental PermitsLiability, and (iv) there are no acquisition or other agreements in pursuant to which Holdings, the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of Environmental Liability. (b) Except as set forth on Schedule 3.14 and except with respect to any other person arising under matters that, individually or relating to Environmental Lawsin the aggregate, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or on behalf to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Borrower matters set forth on Schedule 3.14 that, individually or any of in the Subsidiaries of any property currently oraggregate, to has resulted in, or materially increased the Borrower’s knowledgelikelihood of, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datea Material Adverse Effect.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower Parent or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to Parent or the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Parent or any of its Subsidiaries, (iib) each of the Borrower Parent and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16 (as may be updated prior to the Spinoff Date in a manner acceptable to the Administrative Agent), no Hazardous Material is located at, on or under any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased by the Borrower Parent or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower Parent or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Parent or any of the Subsidiaries of any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned owned, operated or leased by the Borrower Parent or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Spinoff Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticeTrustor agrees to submit from time to time, request if requested by Beneficiary, a report, satisfactory to Beneficiary, certifying that the Premises and the Improvements are not now being used nor been used in the past for informationany use, ordergeneration, complaint transportation, treatment, storage or penalty has been received by disposal of any Hazardous Materials at any time located on or present or under or near the Borrower or any of Premises. Beneficiary reserves the right, in its Subsidiaries, sole and there are no judicial, administrative or other actions, suits or proceedings pending orabsolute discretion, to retain, at Trustor’s expense, an independent professional consultant to review any report prepared by Trustor and/or to conduct its own investigation of the Borrower’s knowledgePremises and Improvements for Hazardous Materials. Trustor hereby grants to Beneficiary, threatened which allege its agents, employees, consultants and contractors the right to enter upon the Premises and Improvements and to perform such tests as are reasonably necessary to conduct such a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, review and/or investigation. (ii) each Upon the discovery by Trustor of any event or situation which would render any of the Borrower representations, warranties or covenants contained in Section 2.11 herein above inaccurate in any respect if made at the time of such discovery, Trustor shall promptly notify Beneficiary of such event or situation and, within fifteen (15) days after discovery, submit to Beneficiary a preliminary written environmental plan setting forth a general description of such event or situation and the action, if any, that Trustor proposes to take with respect thereto, including, without limitation, the giving of notice to and receipt of approval from appropriate governmental agencies. Within fifteen (15) days after submission, of such preliminary report, Trustor shall submit to Beneficiary a final written environmental report, setting forth a detailed description of such event, or situation and the action that Trustor proposes to take with respect thereto, including, without limitation, any proposed corrective work, the estimated cost and time of completion, the name of the contractor, a copy of the construction contract, if any, the governmental agencies contacted, the governmental agencies claiming jurisdiction, the approvals required from said governmental agencies and the estimated time to obtain said approvals, and such additional data, instruments, documents, agreements or other materials or information as Trustor may reasonably request. The plan shall be subject to the Lenders’s written approval, which approval may be granted or withheld in the Lender’s reasonable discretion. Beneficiary shall notify Trustor in writing of its Subsidiaries has approval or disapproval of the final plan within fifteen (15) days after receipt thereof by Beneficiary. If Beneficiary disapproves the plan, Beneficiary’s notice to Trustor of such disapproval shall include a brief explanation of the reasons therefor. Within fifteen (15) days after receipt of such notice of disapproval. Trustor shall submit to Beneficiary a revised final written environmental plan that remedies the defects identified by Beneficiary as reasons for Beneficiary’s disapproval of the initial final plan. If Trustor fails to submit a revised plan to Beneficiary within said fifteen (15) day period, or if such revised plan is submitted to Beneficiary and Beneficiary disapproves said plan, such failure or disapproval shall, at Beneficiary’s option and upon notice to Trustor, constitute an Event of Default hereunder, in which event Beneficiary shall have all environmental permitsof the rights and remedies available to it under subsection 4.2(ii). If Beneficiary does not notify Trustor of its approval or disapproval of the final plan or any revisions thereof within fifteen (15) days after receipt thereof, licenses the plan or revision shall be deemed disapproved. Once any such plan is approved in writing or deemed approved by Beneficiary, Trustor shall promptly commence all action necessary to implement such plan and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) any requirements and is conditions imposed by Beneficiary, and shall diligently and continuously pursue such action to completion in compliance strict accordance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datethereof.

Environmental Matters. Except as set forth in Schedule 4.16 or except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Holdings or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s Holdings’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Holdings or any of its Subsidiaries, (ii) each of the Borrower Holdings and its Subsidiaries has all environmental authorizations, permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to Holdings’ knowledge, (A) no Hazardous Material is located at, on or under any property Real Property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Holdings or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Holdings or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by Holdings or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Holdings or any of its Subsidiaries under any Environmental Laws and (B) there has been no Release of any Hazardous Materials at any Real Property, or, during the period Holdings’ or any of its Subsidiaries’ ownership or operation thereof, at any real property formerly owned, operated or leased by any of them, in violation of any applicable Environmental PermitsLaw or that would reasonably be expected to give rise to any cost, liability or obligation of Holdings or any of its Subsidiaries under any Environmental Law, (iv) none of Holdings or any of its Subsidiaries is conducting or funding any investigation, remediation, cleanup, removal, or remedial or corrective action of or in connection with any Release of Hazardous Materials, (v) none of the Real Property or any real property formerly owned, operated or leased by Holdings or any of its Subsidiaries is listed or, to Holdings’ knowledge, proposed for listing on the National Properties List under the Comprehensive Environmental Response Compensation and Liability Act or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency, and (vi) there are no agreements in which the Borrower Holdings or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Restatement Date.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 and (ii) as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its the Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), ) by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except Acquiror and its Subsidiaries have complied in all material respects with applicable Environmental Laws; no property (including buildings and any other structures) currently owned or operated by Acquiror or any of its Subsidiaries or in which Acquiror or any of its Subsidiaries (whether as fiduciary or otherwise) has a Lien, is being or, to Acquiror’s Knowledge, has been contaminated with, or has had any release of, any Hazardous Substance in such form or substance so as to matters that would create any material liability for Acquiror or any of its Subsidiaries; Acquiror and its Subsidiaries are not reasonably be expected subject to have, individually material liability for any Hazardous Substance disposal or in contamination on any other third-party property; within the aggregate, a Material Adverse Effect: (i) no last six years Acquiror and its Subsidiaries have not received any written notice, demand letter, claim or request for informationinformation alleging any violation of, or liability of Acquiror or any of its Subsidiaries under, any Environmental Law; Acquiror and its Subsidiaries are not subject to any written order, complaint decree, injunction or penalty has been received by the Borrower other agreement with any Governmental Authority or any third party relating to any Environmental Law; Acquiror and its Subsidiaries are not aware of or do not have any Knowledge of any facts that could lead to liability for handling or disposal of Hazardous Substances involving Acquiror or any of its Subsidiaries, and there are no judicialany currently owned or operated property (whether as fiduciary or otherwise), administrative or other actions, suits or proceedings pending or, any reasonably likely liability related to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Lien held by Acquiror or any of its Subsidiaries, (ii) each of the Borrower ; and Acquiror and its Subsidiaries has have made available to the Company copies of all environmental permitsreports, licenses studies, sampling data, correspondence, filings and other approvals necessary for environmental information in its operations possession or reasonably available to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on it relating to Acquiror or under any currently or formerly owned or operated property or any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower in which Acquiror or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability (whether as fiduciary or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material otherwise) has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in held a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLien.

Environmental Matters. Except Other than as disclosed on Schedule 4.18 or exceptions to matters any of the following that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to give rise to a Material Adverse Effect: (a) The Borrower and its Restricted Subsidiaries: (i) no written noticeare, request and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for informationany of their current operations or for any property owned, orderleased, complaint or penalty has otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws, including any reasonably foreseeable future requirements thereto. (b) Materials of Environmental Concern have not been received transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to or at any real property presently or formerly owned, leased or operated by the Borrower or any of its SubsidiariesRestricted Subsidiaries or at any other location, and there are no judicial, administrative that would reasonably be expected to (i) give rise to liability or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation Environmental Costs of or liability under any Environmental Laws, in each case relating to the Borrower or any of its SubsidiariesRestricted Subsidiaries under any applicable Environmental Law, or (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance interfere with the terms Borrower’s or any of such Environmental Permits and with all other Environmental Lawsits Restricted Subsidiaries’ planned or continued operations, or (iii) no Hazardous Material is located at, on or under impair the fair saleable value of any real property currently or, to the Borrower’s knowledge, formerly owned, operated or leased owned by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected is part of the Collateral. (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental Law to give rise which the Borrower or any of its Restricted Subsidiaries is, or to any cost, liability or obligation the knowledge of the Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental Permitsis reasonably likely to be, and no Hazardous Material has been generatednamed as a party that is pending or, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened. (d) Neither the Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party, under the United States federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern. (e) Neither the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as disclosed on Schedule 3.16 to the Original Credit Agreement and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, investigations, suits or proceedings pending or, to the Borrower’s knowledge, threatened which threatened, that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws and is, and for the previous five (“Environmental Permits”5) and is years has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) there has been no Release or threat of Release of any Hazardous Material at, on, under or from any property currently owned or leased or, to the Borrower’s knowledge, formerly owned, operated or leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under any applicable Environmental Laws, and, to the Borrower’s knowledge, the Borrower or any of the Subsidiaries have not disposed of or arranged for disposal or treatment, or arranged for transport for disposal or treatment, of any Hazardous Materials at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental PermitsLaws, and and, to the Borrower’s knowledge, no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18)-month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as (a) The Borrower and each of its Subsidiaries have obtained all permits, licenses and other authorizations and have made all filings, registrations and other submittals which are required under all Environmental Laws, except to matters that the extent failure to have any such permit, license or authorization would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: . The Borrower and each of its Subsidiaries are in compliance with the terms and conditions of all such permits, licenses and authorizations, and are also in compliance with all applicable orders, decrees, judgments and injunctions, issued, entered, promulgated or approved under any Environmental Law, except to the extent failure to comply would not have a Material Adverse Effect. (ib) no No written notice, notification, demand, request for information, ordercitation, summons or order has been issued and is outstanding, no complaint or has been filed, no penalty has been received by the Borrower assessed and no investigation or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings review is pending or, to the best of the Borrower’s knowledge, threatened which allege a violation of by any governmental or liability under other entity (i) with respect to any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased alleged failure by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise have any permit, license or authorization required in connection with the conduct of its business or to comply with any costEnvironmental Laws, liability or obligation (ii) regarding the presence of any Hazardous Material at, on or under any property now or previously owned, leased or used by the Borrower or any of its Subsidiaries under or any Environmental Laws other location to which Hazardous Materials from such property had been transported or Environmental Permits, and no which they have been disposed of. (c) No material oral or written notification of a release of a Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), filed by or on behalf of the Borrower or any of the its Subsidiaries of any and no property currently ornow or previously owned, to the Borrower’s knowledge, formerly owned leased or leased used by the Borrower or any of the its Subsidiaries that has not been made available is listed or, to the Administrative Agent prior best of the Borrower’s knowledge, proposed for listing on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any similar state list of sites requiring investigation or clean-up. (d) There are no Encumbrances arising under or pursuant to any Environmental Law on any of the real property or properties owned, leased or used by the Borrower or any of its Subsidiaries and no governmental actions have been taken or, to the Closing Datebest of the Borrower’s knowledge, are in process which could subject any of such properties to such liens or Encumbrances or, as a result of which the Borrower or any of its Subsidiaries would be required to place any notice or restriction relating to the presence of Hazardous Materials at any property owned by it in any deed to such property.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrowers or any of its the Material Subsidiaries relating to Holdings, the Borrowers or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, claims, suits or proceedings relating to Holdings, the Borrowers or any of the Material Subsidiaries pending or, to the Borrower’s knowledgeknowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower Borrowers and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no Hazardous written environmental audit Phase I or Phase II Environmental Assessment conducted since January 1, 2003 by Holdings, the Borrowers or any of the Material is located at, on or under Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned, operated owned or leased by Holdings, the Borrower Borrowers or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, and (viv) there has been no material written environmental assessment Release of any Hazardous Materials at, on, under or audit conducted from any property currently, or to the knowledge of Holdings, the Borrowers or any of the Material Subsidiaries formerly owned or leased by Holdings, the Borrowers or any of the Material Subsidiaries which would reasonably be expected to result in any liability of Holdings, the Borrowers or any of the Material Subsidiaries under any Environmental Law, (other than customary assessments not revealing anything v) no Hazardous Material generated, owned or controlled by Holdings, the Borrowers or any of the Material Subsidiaries has been transported to, or treated or disposed of at, any location in a manner that would reasonably be expected to result in a Material Adverse Effect)any liability of any of them under any Environmental Laws, by or on behalf of (vi) neither Holdings, the Borrower Borrowers or any of the Material Subsidiaries of are currently conducting or financing, either individually or together with other potentially responsible parties, any property currently orinvestigation, response or other corrective action at any location pursuant to any Environmental Law, (vii) neither Holdings, the Borrower’s knowledge, formerly owned or leased by the Borrower Borrowers or any of the Material Subsidiaries that has not been made available contractually assumed or undertaken responsibility for any liability or obligation of any other Person arising under or relating to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty Environmental Claim has been received or penalty incurred by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of any of the Loan Parties, threatened against the Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Subsidiaries has have obtained, and maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations as currently conducted, including for the construction of all pipelines and facilities, to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in material compliance with the terms and conditions of such Environmental Permits permits, registrations and licenses, and with all other applicable Environmental Laws, (iii) neither the Borrower nor any of its Subsidiaries is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials, (iv) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the Borrower’s knowledgeknowledge of any of the Loan Parties, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, material liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or material Environmental PermitsClaim against the Borrower or any of its Subsidiaries, and no Hazardous Material generated, owned or controlled by the Borrower or any of its Subsidiaries has been generated, used, treated, stored, handled, disposed of or controlled, transported for disposal to or Released at any location in a manner that would reasonably be expected to give rise to any cost, material liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or material Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Subsidiaries and (v) neither the Borrower nor any of its Subsidiaries has expressly assumed entered into any agreement or undertaken responsibility contract to assume, guarantee or indemnify a third party for any known or reasonably likely liability or obligation Environmental Claims. The Borrower and each of any other person arising under or relating to Environmental Laws, which in any such case has not been its Subsidiaries have made available to the Administrative Agent prior to the Closing Datedate hereof all material environmental audits, assessment reports and (v) there has been no other material written environmental assessment documents in its possession or audit conducted (control with respect to the operations of, or any Real Property owned, operated or leased by, the Borrower and its Subsidiaries, other than customary assessments such audits, assessment reports and other environmental documents not revealing anything containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower and its Subsidiaries, taken as a Material Adverse Effectwhole. For purposes of Section 7.01(a), each of the representations and warranties contained in parts (i) and (iv) of this Section 3.15 that are qualified by or on behalf the knowledge of the Borrower or any of the and its Subsidiaries of any property currently or, shall be deemed not to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datebe so qualified.

Environmental Matters. Except as set forth in Schedule 3.15 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth in Schedule 3.16 to the 2008 Credit Agreement and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently orowned, to the Borrower’s knowledge, operated or leased or formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened threatened, (A) which allege a violation of or liability under any Environmental Laws, in each case Laws and (B) relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located has been Released at, on or under any property currently owned or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released by the Borrower or any of the Subsidiaries at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation Obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently orowned, to the Borrower’s knowledge, operated or leased or formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Parent Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Parent Borrower’s and the Co-Borrower’s knowledge, threatened which allege a violation of or liability under or related to any Environmental Laws, Environmental Permits or Hazardous Materials, in each case relating to the Parent Borrower or any of its SubsidiariesSubsidiaries or any of their respective predecessors, (ii) each of the Parent Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its facilities and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Parent Borrower’s knowledge, formerly owned, operated or leased by the Parent Borrower or any of its Subsidiaries (or any of their respective predecessors) that would reasonably be expected to give rise to any cost, liability or obligation of the Parent Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Parent Borrower or any of its Subsidiaries (or any of their respective predecessors) under any Environmental Laws or Environmental Permits, (ivv) there are no agreements in which the Parent Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing DateEnvironmental Permits or Hazardous Materials, and (vvi) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of be material to the Parent Borrower or any of the Subsidiaries its Subsidiaries) of any property currently or, to the Parent Borrower’s knowledge, formerly owned or leased by the Parent Borrower or any of its Subsidiaries that is in the Subsidiaries possession or control of the Parent Borrower and that has not been made available to the Administrative Agent and the Lenders prior to the Closing Date.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its the Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of the Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permitsthe Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of the Subsidiaries is a party in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect: , each of Parent and its Subsidiaries is, and has been, in compliance in all material respects with all applicable Environmental Laws. (b) To the Knowledge of Parent, since January 1, 2014: (i) no written noticeParent and its Subsidiaries have not received any notice of violation or potential liability under any Environmental Laws from any Person or any Governmental Entity inquiry, request for information, order, complaint or penalty has been received by the Borrower demand letter under any Environmental Law relating to operations or properties of Parent or its Subsidiaries which would be reasonably expected to result in Parent or any of its SubsidiariesSubsidiaries incurring material liability under Environmental Laws; (ii) none of Parent or its Subsidiaries is subject to any orders arising under Environmental Laws nor are there any administrative, and there are no judicial, administrative civil or other criminal actions, suits suits, proceedings or proceedings investigations pending or, to the Borrower’s knowledgeKnowledge of Parent, threatened which allege a violation of threatened, against Parent or liability its Subsidiaries under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that Law which would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location result in a manner that would reasonably be expected to give rise to any cost, liability Parent Material Adverse Effect; (iii) none of Parent or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly entered into any agreement pursuant to which Parent or its Subsidiaries has assumed or undertaken responsibility will assume any liability under Environmental Laws, including without limitation, any obligation for any known or reasonably likely liability or obligation costs of remediation, of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything Person that would reasonably be expected to result in a Parent Material Adverse Effect); and (iv) there has been no release or threatened release of any Hazardous Material, by on, at or on behalf of the Borrower or beneath any of the Parent Property or other properties currently or previously owned or operated by Parent or its Subsidiaries or any surface waters or groundwaters thereon or thereunder which requires any material disclosure, investigation, cleanup, remediation, monitoring, abatement, deed or use restriction by Parent, or which would be expected to give rise to any other material liability or damages to Parent or its Subsidiaries under any Environmental Laws. (c) Except as would not have a Parent Material Adverse Effect, none of Parent or its Subsidiaries has arranged for the disposal of any property currently orHazardous Material, to the Borrower’s knowledgeor transported any Hazardous Material, formerly owned or leased by the Borrower or any of the Subsidiaries in a manner that has not been made available given, or reasonably would be expected to the Administrative Agent prior give rise to the Closing Dateany liability for any damages or costs of remediation.

Environmental Matters. Except as (a) The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws, except to matters the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to havehave a Material Adverse Effect. All licenses, individually permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, 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 the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there . There are no judicial, administrative or other actions, suits or proceedings Environmental Claims pending or, to the best knowledge of the Borrower’s knowledge, threatened which allege wherein an unfavorable decision, ruling or finding would reasonably be expected to have a violation of Material Adverse Effect. There are no facts, circumstances, conditions or liability under occurrences on any Environmental Laws, in each case relating to the Borrower Real Property now or at any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly time owned, leased or operated or leased by the Borrower or any of its Subsidiaries or on any property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to give rise have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any cost, liability or obligation Real Property of the Borrower or any of its Subsidiaries under or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or is reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as (a) Each of Workflow and each of its Subsidiaries has complied with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. There are no pending or, to matters that would not reasonably be expected to havethe best knowledge of any Borrower, individually past or in the aggregatethreatened Environmental Claims against Workflow or any of its Subsidiaries or any Real Property at any time owned, a Material Adverse Effect: (i) no written notice, request for information, order, complaint leased or penalty has been received operated by the Borrower Workflow or any of its Subsidiaries, and there . There are no judicialfacts, administrative circumstances, conditions or other actions, suits occurrences concerning any business or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation operations of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Workflow or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Workflow or any of its Subsidiaries or, to the best knowledge of any Borrower, any property adjoining or in the vicinity of any such Real Property that would could reasonably be expected (i) to give rise form the basis of an Environmental Claim against Workflow or any of its Subsidiaries or any currently owned Real Property of Workflow or any of its Subsidiaries or (ii) to cause any such currently owned Real Property to be subject to any costmaterial restrictions on the ownership, liability occupancy, use or obligation transferability of the Borrower such Real Property by Workflow or any of its Subsidiaries under any applicable Environmental Laws or Environmental Permits, and no Law. (b) Hazardous Material has Materials have not at any time been generated, used, treatedtreated or stored on, storedor transported to or from, handled, disposed of or controlled, transported or Released on or from, any Real Property at any location in a manner that would reasonably be expected to give rise to any costtime owned, liability leased or obligation of the Borrower operated by Workflow or any of its Subsidiaries under where such generation, use, treatment, storage, transportation or Release has violated or could reasonably be expected to violate any Environmental Laws Law. There are not now any underground storage tanks located on any Real Property owned, leased or Environmental Permits, (iv) there are no agreements in which the Borrower operated by Workflow or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation Subsidiaries. (c) Notwithstanding anything to the contrary in this Section 6.18, the representations made in this Section 6.18 shall only be untrue if the effect of any other person arising under or relating to all failures, noncompliances, Environmental LawsClaims, which Hazardous Materials, Releases and presence of underground storage tanks, in any such each case has not been made available to of the Administrative Agent prior to types described above, either individually or in the Closing Dateaggregate, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in have a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by Debtor of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to havethe discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregatefuture (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS SUBSTANCES" shall mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. Debtor is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that Debtor (i) has violated any Environmental Laws; (ii) is required to clean up, remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. There are not now, nor to Debtor's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycled or disposed of on, under or at any real estate owned or occupied by Debtor during the periods that Debtor owned or occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To Debtor's knowledge, there are no written notice, request for information, order, complaint proposed or penalty has been received by the Borrower pending changes in Environmental Laws which would adversely affect Debtor or any of its Subsidiariesbusiness, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject Debtor to Remedial Action or other actionsliability. Debtor currently complies with and will continue to timely comply with all applicable Environmental Laws; and will provide Bank, suits immediately upon receipt, copies of any correspondence, notice, complaint, order or proceedings pending or, to other document from any source asserting or alleging any circumstance or condition which requires or may require a financial contribution by Debtor or Remedial Action or other response by or on the Borrower’s knowledge, threatened which allege a violation part of or liability Debtor under any Environmental Laws, in each case relating to the Borrower or any which seeks damages or civil, criminal or punitive penalties from Debtor for an alleged violation of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectThe Borrower shall and shall cause each Person within its control to: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for conduct its operations to comply and keep and maintain its real estate in compliance with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments non-compliance that could not revealing anything that would reasonably be expected to result in a Material Adverse Effect); (b) implement any and all investigation, by remediation, removal and response actions that are appropriate or on behalf necessary to comply with all Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, into, under, above, to, from or about any of its Real Estate, other than non-compliance that could not reasonably be expected to result in a Material Adverse Effect; and (c) notify Administrative Agent and the Collateral Agent promptly after the Borrower becomes aware of any violation of Environmental Laws or Environmental Permits or any of the Subsidiaries Release on, at, in, under, above, to, from or about any Real Estate or of any property currently or, order or intention to the Borrower’s knowledge, formerly owned issue an order under any Environmental Laws that is reasonably likely to result in Material Environmental Liabilities. If an Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Laws or leased Environmental Permits by the Borrower or any Environmental Liability arising thereunder, or a Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate or of the Subsidiaries that has not been made available issuance or threat to issue any order under Environmental Laws, that, in each case, could reasonably be expected to result in Material Environmental Liabilities, then the Borrower shall, upon an Agent’s written request (i) cause the performance of such environmental audits including subsurface sampling of soil and groundwater, and preparation of such environmental reports, at Borrower’s expense, as an Agent may from time to time reasonably request, which shall be conducted by reputable environmental consulting firms reasonably acceptable to such Agent and shall be in form and substance reasonably acceptable to such Agent, and (ii) permit Administrative Agent prior and Collateral Agent or their representatives to have access to all real estate for the Closing Datepurpose of conducting such environmental audits and testing as Administrative Agent or Collateral Agent deems appropriate, including subsurface sampling of soil and groundwater. The Borrower shall reimburse the Agents for the costs of such audits and tests and the same will constitute a part of the obligations of the Borrower secured hereunder and under the Security Documents.

Environmental Matters. Except for such matters as to matters that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has Auxilium and the Auxilium Subsidiaries are now and have been received by the Borrower or any of its Subsidiariesin compliance with all, and have not violated any, applicable Environmental Laws; (ii) there are is no judicial, administrative or other actions, suits or proceedings Environmental Claim pending or, to the Borrower’s knowledgeknowledge of Auxilium, threatened which allege a violation of or liability under any Environmental Lawsagainst Auxilium, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledgeknowledge of Auxilium, formerly owned, operated or leased by the Borrower against any Person whose liability for such Environmental Claims Auxilium or any of its Subsidiaries has retained or assumed either contractually or by operation of law, and, to the knowledge of Auxilium, there are no actions, activities, circumstances, facts, conditions, events or incidents that would reasonably be expected to give rise to any costsuch Environmental Claims; (iii) no property currently or formerly owned, liability leased or obligation of operated by Auxilium and the Borrower Auxilium Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any of its Subsidiaries under other location, is contaminated with any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location Substance in a manner that would reasonably be expected to give rise to any costrequire remedial, liability investigation or obligation of the Borrower clean-up activities by Auxilium or any of its the Auxilium Subsidiaries under or by any Person whose liability for such Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower Claims Auxilium or any of its Subsidiaries has expressly or may have retained or assumed either contractually or undertaken responsibility for by operation of law; (iv) neither Auxilium nor any known Auxilium Subsidiary is subject to any order, decree, injunction or reasonably likely liability agreement with any Governmental Authority, or obligation of any indemnity or other person arising under agreement with any third party, concerning liabilities or obligations relating to any Environmental Laws, which in Law or otherwise relating to any such case has not been made available to the Administrative Agent prior to the Closing Date, and Hazardous Substance; (v) there each of Auxilium and the Auxilium Subsidiaries has been no material written all of the environmental assessment Permits necessary for the conduct and operation of its business as now being conducted, and all such environmental Permits are in good standing; and (vi) Auxilium has delivered or audit conducted otherwise made available copies of any Phase I or II environmental site assessments (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effector similar reports), or material documents relating to any alleged or actual non-compliance with applicable Environmental Laws by Auxilium and the Auxilium Subsidiaries, in each case received or on behalf of the Borrower or any of the Subsidiaries of any property currently orcommissioned by Auxilium since December 31, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date2008.

Environmental Matters. Except (a) Each Purchased Subsidiary and each of its Subsidiaries is, and during the twelve months immediately prior to the date of this Agreement, has been, in compliance with all applicable Environmental Requirements, except for such noncompliance as to matters that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: . (ib) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any Each Purchased Subsidiary and each of its SubsidiariesSubsidiaries has, and there are no judicial, administrative or other actions, suits or proceedings pending or, during the twelve months immediately prior to the Borrower’s knowledgedate of this Agreement has had, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental material permits, licenses and other approvals necessary for its operations authorizations required under applicable Environmental Requirements, and is, and during the twelve months immediately prior to comply with all Environmental Laws (“Environmental Permits”) and is the date of this Agreement has been, in compliance with such permits, licenses and authorizations, except for such noncompliance as would not reasonably be expected to have a Material Adverse Effect. (c) Each Purchased Subsidiary and each of its Subsidiaries has not, within the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, twelve months immediately prior to the Borrowerdate of this Agreement, received any written, or to Seller’s knowledge, formerly ownedoral notice from any Governmental Entity or other Person, operated that alleges that it is in material violation of Environmental Requirements or leased by the Borrower has any material liability arising under or relating to applicable Environmental Requirements, including any material investigatory, remedial or corrective obligation, relating to such Purchased Subsidiary or any of its Subsidiaries that or its current or former facilities or otherwise relating to the Business, operations or activities of the Purchased Subsidiaries or any of their Subsidiaries, the subject of which is unresolved, which would reasonably be expected to give rise have a Material Adverse Effect and, to any costSeller’s knowledge, liability or obligation of the Borrower no such notice is threatened. (d) No Purchased Subsidiary or any of its Subsidiaries under any Environmental Laws or Environmental Permitshas, and no Hazardous Material has been generatedwithin the twelve months immediately prior to the date of this Agreement, used, treated, stored, handledreleased, disposed of or controlled, transported arranged for the release or Released at disposal of any location Hazardous Material in a manner or to a location that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in a material liability to such Purchased Subsidiary or its Subsidiaries under any Environmental Requirement and, to Seller’s knowledge, no Hazardous Material Adverse Effect), by is otherwise present at or on behalf of the Borrower or any of the Subsidiaries of about any property of facility currently or, to the BorrowerSeller’s knowledge, formerly owned formerly, owned, leased or leased operated by any Purchased Subsidiary or its Subsidiaries, in amount or condition that could reasonably be expected to result in material liability to such Purchased Subsidiary or its Subsidiaries under or relating to any Environmental Requirement. (e) To Seller’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the Borrower release, emission, discharge, presence or disposal of any Hazardous Material, that could reasonably be expected to form the basis of any material claim arising under an Environmental Requirement against the Purchased Subsidiaries that has not been or their Subsidiaries or against any Person whose liability for such a claim such entities have retained or assumed either contractually or by operation of Law. (f) The Purchased Subsidiaries have made available to Buyer all material assessments, reports, data, and results of investigations or audits that are in the Administrative Agent prior possession of Seller or the Purchased Subsidiaries or their Subsidiaries regarding environmental matters pertaining to the Closing DateBusiness or the compliance (or noncompliance) by the Purchased Subsidiaries or their Subsidiaries with any Environmental Requirements. (g) This Section 3.17 constitutes the sole and exclusive representations and warranties of Seller with respect to any environmental, health or safety matters, including without limitation any arising under Environmental Requirements.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectBorrower shall and shall cause each of its Subsidiaries to: (ia) no written conduct its operations and keep and maintain its Real Estate in compliance with all material Environmental Laws and Environmental Permits; (b) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain the value and marketability of the Real Estate or to otherwise comply with Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its Real Estate; (c) notify Investment Manager promptly after Borrower or any Person within its control becomes aware of any violation of Environmental Laws or Environmental Permits or any Release on, at, in, under, above, to, from or about any Real Estate; and (d) promptly forward to Investment Manager a copy of any order, notice, request for information, order, complaint information or penalty has been any communication or report received by the Borrower or any of Person within its Subsidiaries, and there are no judicial, administrative control in connection with any such violation or Release or any other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case matter relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material in each case whether or not the Environmental Protection Agency or any Governmental Authority has been generatedtaken or threatened any action in connection with any such violation, used, treated, stored, handled, disposed of Release or controlled, transported or Released other matter. If Investment Manager at any location in time has a manner reasonable basis to believe that would reasonably there may be expected to give rise to any cost, liability or obligation a violation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Permits by Borrower or any Person under its control or any Environmental Liability arising thereunder, or a Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, then Borrower and its Subsidiaries has expressly assumed or undertaken responsibility for any known or shall, upon Investment Manager’s written request (i) cause the performance of such environmental audits including subsurface sampling of soil and groundwater, and preparation of such environmental reports, at Borrower’s expense, as Investment Manager may from time to time reasonably likely liability or obligation of any other person arising under or relating to Environmental Lawsrequest, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Investment Manager and shall be in any such case has not been made available form and substance reasonably acceptable to the Administrative Agent prior to the Closing DateInvestment Manager, and (vii) there has been no material written permit Investment Manager or its representatives to have access to all Real Estate for the purpose of conducting such environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in audits and testing as Investment Manager deems appropriate, including subsurface sampling of soil and groundwater. Borrower shall reimburse Investment Manager for the costs of such audits and tests and the same will constitute a Material Adverse Effect), by or on behalf part of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateObligations secured hereunder.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the any Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the any Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the its Subsidiaries of any property currently or, to the any Borrower’s knowledge, formerly owned or leased by the Borrower or any of the its Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and for the last three years has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located or has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries in amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: : (ia) The operations of each Borrower and each of their respective Subsidiaries are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law. (b) No Borrower and no Subsidiary of any Borrower is party to, and no Borrower and no Subsidiary of any Borrower and (to the knowledge of any Borrower) no written noticeReal Estate currently or previously owned, request for informationleased, ordersubleased, complaint or penalty has been received operated by any such Person is subject to or the Borrower or subject of any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending (or, to the knowledge of any Borrower’s knowledge, threatened which allege threatened) written consent decree, settlement agreement, order, restriction in a deed (solely with respect to Real Estate that is currently owned by any Borrower or Subsidiary), action, suit, proceeding, claim, demand, or notice of violation or of potential liability or liability under similar written notice relating in any manner to any Environmental Laws. (c) No Lien in favor of any Governmental Authority securing, in each case relating whole or in part, Environmental Liabilities has attached to the any Property of any Borrower or any Subsidiary of its Subsidiaries, (ii) each of the any Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently orand, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation knowledge of any other person arising under Borrower, no facts, circumstances or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything conditions exist that would reasonably be expected to result in any such Lien attaching to any such Property. (d) No Borrower and no Subsidiary of any Borrower has caused or suffered to occur a Material Adverse EffectRelease of Hazardous Materials at, on, under or from any Real Estate. (e) Except as specifically disclosed in Schedule 3.12(e), all Real Estate currently (or to the knowledge of any Borrower previously) owned, leased, subleased, operated by any Borrower and each Subsidiary of each Borrower is free of contamination by any Hazardous Materials requiring Remedial Action pursuant to any Environmental Law. (f) No Borrower and no Subsidiary of any Borrower knows of any material facts, circumstances or on behalf conditions reasonably constituting notice of the a violation of any Environmental Law or liability under any Environmental Law regarding such Borrower or any of the Subsidiaries Subsidiary, including receipt of any property currently orinformation request or notice of potential responsibility under the Comprehensive Environmental Response, to the Borrower’s knowledge, formerly owned Compensation and Liability Act or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datesimilar Environmental Laws.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Issuer or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the BorrowerIssuer’s knowledge, threatened which allege a violation or potential violation of or liability under any Environmental Laws, in each case relating to the Borrower Issuer or any of its Subsidiaries, (ii) each of the Borrower Issuer and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and has been for the past five (5) years, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 4.16, no Hazardous Material is located at, on or under any property currently or, to the BorrowerIssuer’s knowledge, formerly owned, operated or leased by the Borrower Issuer or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Issuer or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to require an environmental investigation or give rise to any cost, liability or obligation of the Borrower Issuer or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower Issuer or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent Trustee or the Purchasers prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Issuer or any of the Subsidiaries of any property currently or, to the BorrowerIssuer’s knowledge, formerly owned or leased by the Borrower Issuer or any of the Subsidiaries that has not been made available to the Administrative Agent Trustee or the Purchasers prior to the Closing DateDate and (vi) there are no facts, circumstances or conditions arising out of or relating to the operations of the Issuer or its Subsidiaries or any Real Property or facilities currently or previously owned or leased by the Issuer or any Subsidiary that would reasonably be expected to require environmental investigation, remedial activity or corrective action or cleanup or would reasonably be expected to result in the Issuer or any other Subsidiary incurring any liability pursuant to Environmental Law.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Effective Date.

Environmental Matters. Except as disclosed in Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Material Subsidiaries relating to the Borrower or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings relating to the Borrower or any of the Material Subsidiaries pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and since January 1, 2001 has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no written environmental audit conducted since January 1, 2000 by the Borrower or any of the Material Subsidiaries of any property currently owned or leased by the Borrower or any of the Material Subsidiaries which has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Material Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of the Material Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Material Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no acquisition agreements entered into after December 31, 2000 in which the Borrower or any of its the Material Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2017, or as otherwise could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: Change: (a) The Borrower and its Subsidiaries, their operations, facilities and properties are and for the past three years have been in compliance with all Environmental Laws. (b) The facilities and properties currently owned, leased or operated by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower or any of its Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”), do not contain any Hazardous Materials in amounts or concentrations which (i) no constitute or constituted a violation of Environmental Law by, or (ii) could reasonably be expected to give rise to any Environmental Liability for, the Borrower or any of its Subsidiaries. (c) Neither the Borrower nor any of its Subsidiaries has received any written noticenotice of violation, request for informationalleged violation, ordernon-compliance, complaint liability or penalty has been received potential liability regarding compliance with or other liabilities under Environmental Laws, including any with regard to their activities at any of the Properties or the business currently or formerly operated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary prior business for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for is subject to liability under any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has Law. (d) Hazardous Materials have not been made available transported or Released from the Properties in violation of, or in a manner or to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would a location which could reasonably be expected to result in a Material Adverse Effect)give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or Released by or on behalf of the Borrower or any of its Subsidiaries at, on, from or under any of the Subsidiaries Properties in violation of any property currently or, Environmental Law or in a manner that could reasonably be expected to the Borrower’s knowledge, formerly owned or leased by give rise to Environmental Liability for the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateits Subsidiaries.

Environmental Matters. Except as to matters that would not reasonably be expected to haveset forth on Schedule 5.09 or except as, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect): (i) the Borrower and its Subsidiaries and their businesses, operations, facilities and properties are in compliance with, and the Borrower and its Subsidiaries have no liability under, any Environmental Laws; (ii) the Borrower and its Subsidiaries have obtained all Environmental Permits (or shall be covered by the Environmental Permits of Ashland Global or on behalf any of its Subsidiaries) required for the conduct of their businesses and operations, and the ownership, operation and use of their facilities and properties, under Environmental Laws, and all such Environmental Permits are valid and in good standing; (iii) (A) there has been no Release or, to the knowledge of the Borrower, threatened Release of Hazardous Materials on, at, under or from any property or facility presently owned, leased or operated by the Borrower and its Subsidiaries during the period of time when such property or facility was owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under, or noncompliance by the Borrower or any Subsidiary with, any Environmental Law and (B) to the knowledge of the Subsidiaries Borrower’s vice president for environmental health and safety (or equivalent successor officer otherwise named who is responsible for oversight of environmental matters) and of the Borrower’s employees who report directly to such vice president, there has been no Release or threatened Release of Hazardous Materials on, at, under or from any property currently or facility owned, leased or operated by the Borrower and its Subsidiaries during the period of time before such property or facility was owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under, or noncompliance by the Borrower or any Subsidiary with, any Environmental Law; (iv) there is no claim, notice, suit, action, complaint, demand or proceeding pending or, to the knowledge of the Borrower’s knowledge, formerly threatened, against the Borrower or its Subsidiaries alleging actual or potential liability under or violation of any Environmental Law (an “Environmental Claim”), and, to the knowledge of the Borrower, there are no actions, activities, occurrences, conditions, or incidents that would reasonably be expected to form the basis of such an Environmental Claim; (v) neither the Borrower nor any of its Subsidiaries is currently obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any Environmental Permit, order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of them is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any facility or location; and (vi) except as permitted pursuant to Section 7.01, no Lien has been recorded or, to the knowledge of the Borrower, threatened, under any Environmental Law with respect to any property or other assets currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateits Subsidiaries.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Holdings, either Borrower or any of its their Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s Holdings’ or either Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Holdings, either Borrower or any of its their Subsidiaries, (ii) each of Holdings, the Borrower Borrowers and its their Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Holdings or either Borrower’s knowledge, formerly owned, operated or leased by the either Borrower or any of its their Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Holdings, either Borrower or any of its their Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Holdings, either Borrower or any of its their Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower Holdings or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Holdings, either Borrower or any of the their Subsidiaries of any property currently or, to the Borrower’s Holdings’ or either Borrowers’ knowledge, formerly owned or leased by the Borrower Holdings or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as (a) Each of the Borrowers and their respective Subsidiaries is in compliance with all Environmental Laws governing its business, except to matters the extent that would any such failure to comply (together with any resulting penalties, fines or forfeitures) could not reasonably be expected to havehave a Material Adverse Effect. All licenses, individually permits, registrations or approvals required for the conduct of the business of the Borrowers, and each of their respective Subsidiaries under any Environmental Law have been secured, and each of the Borrowers and such Subsidiaries is in compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers or any of their respective Subsidiaries has received written notice, 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 a Borrower or such Subsidiary is a party or which could affect the ability of a Borrower or any of its Subsidiaries to operate any Real Property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect: . There are no Environmental Claims pending or, to the best knowledge of a Borrower threatened, which could 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 Borrowers or any of their respective Subsidiaries or on any property adjacent to any such Real Property, which are known by a Borrower or as to which a Borrower or any of its Subsidiaries has received written notice, that could reasonably be expected (i) no written notice, request for information, order, complaint to form the basis of an Environmental Claim against a Borrower or penalty has been received by the any of its Subsidiaries or any Real Property of a Borrower or any of its Subsidiaries, and there are no judicialor (ii) to cause such Real Property to be subject to any restrictions on the ownership, administrative occupancy, use or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation transferability of or liability such Real Property under any Environmental LawsLaw, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. (b) 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 Borrowers, or any of their respective Subsidiaries or (ii) released on any such Real Property, in each case relating to the Borrower where such occurrence or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has event is not in compliance in all environmental permits, licenses and other approvals necessary for its operations to comply material respects with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would could reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 or (ii) in respect of any other acts, omissions, events or circumstances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and and, to the Borrower’s knowledge, there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and any other approvals of any Governmental Authority necessary for its respective business, properties and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or of, controlled, or transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the any Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the any Borrower or any of its Subsidiaries, (ii) each of the Borrower Borrowers and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased leased, by the a Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by any Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the any Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except As soon as possible, and in any event within ten Business Days after, Holdings obtains knowledge thereof, written notice of any of the following environmental matters occurring after the Effective Date, except to the extent that such environmental matters that would not reasonably be expected to havecould not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect: : (i) no written noticeany Environmental Claim pending or threatened in writing against Holdings or any of its Subsidiaries or any Mortgaged Vessel owned, request for information, order, complaint operated or penalty has been received occupied by the Borrower or any of its Subsidiaries; (ii) any condition or occurrence on or arising from any Vessel owned, and there are no judicial, administrative operated or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower occupied by Holdings or any of its Subsidiaries, Subsidiaries that (iia) each results in noncompliance by Holdings or such Subsidiary with any applicable Environmental Law or (b) could reasonably be expected to form the basis of the Borrower and an Environmental Claim in excess of $5,000,000 against Holdings or any of its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of or any such Environmental Permits and with all other Environmental Laws, Mortgaged Vessel; (iii) no Hazardous Material is located at, any condition or occurrence on or under any property currently or, to the Borrower’s knowledge, formerly Mortgaged Vessel owned, operated or leased occupied by Holdings or any of its Subsidiaries that could reasonably be expected to cause such Mortgaged Vessel to be subject to any restrictions on the ownership, occupancy, use or transferability by Holdings or such Subsidiary of such Mortgaged Vessel under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the Release of any Hazardous Material on any Mortgaged Vessel owned, operated or occupied by the Borrower or any of its Subsidiaries as required by any Environmental Law or any governmental or other administrative agency; provided that would reasonably be expected to give rise to in any cost, liability or obligation of event the Borrower shall deliver to the Administrative Agent all notices received by Holdings or any of its Subsidiaries under from any Environmental Laws government or Environmental Permitsgovernmental agency under, and no Hazardous Material has been generatedor pursuant to, used, treated, stored, handled, disposed of CERCLA or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower OPA which identify Holdings or any of its Subsidiaries under any Environmental Laws as potentially responsible parties for remediation costs or Environmental Permits, (iv) there are no agreements in which the Borrower otherwise notify Holdings or any of its Subsidiaries has expressly assumed of potential liability under CERCLA or undertaken responsibility for any known OPA, as the case may be. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or reasonably likely liability removal or obligation of any other person arising under remedial action and Holdings’ or relating to Environmental Lawssuch Subsidiary’s response thereto. In addition, which in any such case has not been made available to the Borrower will provide the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably such reasonable additional information as may be expected to result in a Material Adverse Effect), requested by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to or the Closing DateRequired Lenders.

Environmental Matters. Except as to for those matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect: Effect on Allied, (i) no written noticeeach of Allied and the Allied Subsidiaries is, request for informationand has been, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, in compliance with all applicable Environmental Laws and there are no judicial, administrative past or other present actions, suits activities, circumstances, conditions, events or proceedings pending or, incidents that are reasonably likely to interfere with such compliance in the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiariesfuture, (ii) each there have been no Releases of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located Substances at, on from, to or under any real property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Allied or any of its Subsidiaries that the Allied Subsidiaries, including any off-site migration, which would reasonably be expected to give rise to any costresult in, liability or obligation of the Borrower has resulted in, Allied or any of its the Allied Subsidiaries incurring Environmental Liabilities, (iii) there is no investigation or Proceeding relating to or arising under any Environmental Laws that is pending and, to the Knowledge of Allied, there is no investigation or Proceeding relating to or arising under Environmental PermitsLaws threatened against or affecting Allied or any of the Allied Subsidiaries or any real property currently owned, and no Hazardous Material has been generated, used, treated, stored, handled, disposed operated or leased by Allied or any of or controlled, transported or Released at any location in a manner that the Allied Subsidiaries which would reasonably be expected to give rise to any costresult in, liability or obligation of the Borrower has resulted in, Allied or any of its the Allied Subsidiaries under any incurring Environmental Laws or Environmental PermitsLiabilities, (iv) there are since December 31, 2005, neither Allied nor any of the Allied Subsidiaries has received any written notice of or entered into or assumed by Contract or operation of Law or otherwise, any known obligation, liability, order, settlement, judgment, injunction, decree, institutional or engineering control, use restriction, Lien or Order relating to or arising under any Environmental Laws, (v) no agreements in which the Borrower facts, circumstances or conditions exist with respect to Allied or any of its the Allied Subsidiaries has expressly assumed or undertaken responsibility any real property currently owned, operated or leased by Allied or any of the Allied Subsidiaries or any property to or at which Allied or any of the Allied Subsidiaries disposed of, transported or arranged for any known the disposal, transportation or reasonably likely liability or obligation treatment of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything Hazardous Materials that would reasonably be expected to result in a Material Adverse Effect)Allied or any the Allied Subsidiaries incurring Environmental Liabilities, (vi) no real property currently owned, operated or leased by or on behalf of the Borrower Allied or any of the Allied Subsidiaries is subject to any current, or to the Knowledge of Allied, threatened deed restriction, use restriction, institutional or engineering control or lien pursuant to any property Environmental Laws, (vii) Allied and Allied Subsidiaries have obtained, or have filed timely applications for all Environmental Permits for their respective operations, (viii) Allied and Allied Subsidiaries are currently in compliance with all terms and conditions of such Environmental Permits, (ix) there are no Proceedings pending or, to the Borrower’s knowledgeKnowledge of Allied, formerly owned threatened to revoke, cancel or leased by terminate such Environmental Permits, and Allied is not aware of any basis on which such Environmental Permits could not be renewed in the Borrower or any ordinary and usual course of business, (x) Allied and Allied Subsidiaries each has in full force and effect all financial assurances required under Environmental Laws, and (xi) Allied and Allied Subsidiaries do not reasonably expect that expenditures not otherwise reflected in the financial statements provided 22 to Republic will be necessary for the operations, business and property of Allied and Allied Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datemaintain full compliance with Environmental Laws currently in effect.

Environmental Matters. Except as set forth on Schedule 3.15 or to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint complaint, Environmental Claim or penalty has been received by the any Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, or to the Borrower’s knowledge, knowledge of any Borrower and its Wholly Owned Subsidiaries threatened against a Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the such Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Wholly Owned Subsidiaries has all environmental permitsenvironmental, licenses health and other safety permits and approvals necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental LawsLaws except for non-compliances which have been resolved and the costs of such resolution have been paid, (iii) to the knowledge of any Borrower and its Wholly Owned Subsidiaries, no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the such Borrower or any of its other Subsidiaries that would reasonably be expected to give rise to any cost, liability to or obligation of the Environmental Claim against such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by such Borrower or any of or controlled, its other Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claim of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (iv) to the knowledge of any Borrower and its Wholly Owned Subsidiaries, there are no acquisition agreements in pursuant to which the such Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, and (v) to the knowledge of any Borrower and its Wholly Owned Subsidiaries, there has been are no material written environmental assessment landfills or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result disposal areas located at, on, in a Material Adverse Effect), by or on behalf under the assets of the such Borrower or any of its Subsidiaries, and (vi) to the Subsidiaries knowledge of any property Borrower and its Wholly Owned Subsidiaries, except as listed on Schedule 3.15 there are not currently or, to the Borrower’s knowledge, formerly owned and there have not been any underground storage tanks “owned” or leased “operated” (as defined by the applicable Environmental Law) by such Borrower or any Wholly Owned Subsidiary or present or located on such Borrower’s or any Wholly Owned Subsidiary’s Real Property. For purpose of Section 7.01(a), each of the representations and warranties contained in parts (iii), (iv), (v) and (vi) of this Section 3.15 that are qualified by the knowledge of a Borrower and its Wholly Owned Subsidiaries that has shall be deemed not been made available to the Administrative Agent prior be so qualified. Representations and warranties of a Borrower or any Wholly Owned Subsidiary with respect to the Closing Dateenvironmental matters are limited to those in this Section 3.15 unless expressly stated.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the any Borrower or any of its their respective Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the any Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the any Borrower or any of its their respective Subsidiaries, (iib) each of the Borrower Borrowers and its respective Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the any Borrower’s knowledge, formerly owned, operated or leased by the any Borrower or any of its their respective Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the any Borrower or any of its their respective Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, Date and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Borrowers or any of the Subsidiaries of any property currently or, to the any Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower Borrowers or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: Effect on Monsanto and except as disclosed in the Monsanto SEC Reports filed prior to the date of this Agreement, (i) no written notice, request for information, order, complaint or penalty has the operations of Monsanto and its Subsidiaries have been received and are in compliance with all Environmental Laws and with all licenses required by the Borrower or any of its Subsidiaries, and Environmental Laws (ii) there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of Monsanto, threatened which allege a violation of threatened, Actions under or liability under any pursuant to Environmental Laws, in each case relating to the Borrower Laws against Monsanto or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under involving any real property currently or, to the Borrower’s knowledgeknowledge of Monsanto, formerly owned, operated or leased by the Borrower Monsanto or any of its Subsidiaries, (iii) Monsanto and its Subsidiaries that would reasonably be expected to give rise are not subject to any costEnvironmental Liabilities and, liability to the knowledge of Monsanto, no facts, circumstances or obligation conditions relating to, arising from, associated with or attributable to any real property currently or, to the knowledge of the Borrower Monsanto, formerly owned, operated or any of leased by Monsanto or its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that operations thereon would reasonably be expected to result in a Environmental Liabilities, (iv) all real property owned and to the knowledge of Monsanto all real property operated or leased by Monsanto or its Subsidiaries is free of contamination from Hazardous Material Adverse Effect)that would have an adverse effect on human health or the environment and (v) there is not now, nor, to the knowledge of Monsanto, has there been in the past, on, in or under any real property owned, leased or operated by or on behalf of the Borrower Monsanto or any of the Subsidiaries its predecessors (a) any underground storage tanks, regulated pursuant to 40 C.F.R. Part 280 or delegated state programs, dikes or impoundments containing more than a reportable quantity of Hazardous Materials, (b) any property currently or, to the Borrower’s knowledge, formerly owned friable asbestos-containing materials or leased by the Borrower or (c) any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datepolychlorinated biphenyls.

Environmental Matters. Except as to for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (ia) no written notice, request for information, order, complaint Environmental Claim or penalty under Environmental Laws has been received or incurred by the Borrower or any of its SubsidiariesSubsidiary, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of any of the Borrower or any Subsidiary threatened against the Borrower or any Subsidiary, threatened which allege a violation of or liability under or relating to any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) the Borrower and its Subsidiaries have obtained, and maintain in full force and effect, all permits registrations and licenses required by Governmental Authorities under Environmental Laws for the conduct of their businesses and operations as currently conducted, including for the construction, maintenance and operation of all pipelines and facilities, and each of the Borrower and its Subsidiaries each Subsidiary is, and has all environmental permitsbeen, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms and conditions of all such Environmental Permits permits, registrations and licenses and with all other applicable Environmental Laws, (iiic) no neither the Borrower nor any Subsidiary is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release of Hazardous Material is located atSubstances, on or under any property currently or, (d) to the Borrower’s knowledgeknowledge of the Borrower or any Subsidiary, formerly owned, operated there has been no Release or leased threatened Release of Hazardous Substances by the Borrower or any of its Subsidiaries Subsidiary or by any other Person, at any property currently or formerly owned or operated by the Borrower or any Subsidiary that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries Subsidiary or Environmental Claim against the Borrower or any Subsidiary under any Environmental Laws or Environmental PermitsLaws, and (e) no Hazardous Material Substance has been generated, usedowned, treated, stored, handled, disposed of or controlled, controlled by the Borrower or any Subsidiary and transported for disposal or Released at any location in a manner that would reasonably be expected to give rise to any cost, an Environmental Claim or other liability or obligation under Environmental Laws of the Borrower or any Subsidiary, (f) other than pursuant to agreements entered into in the ordinary course of its Subsidiaries under business, neither the Borrower nor any Subsidiary has entered into a contract to assume, guarantee or indemnity any third party for any Environmental Laws or Environmental PermitsClaim, and (ivg) there are no agreements in which each of the Borrower or any of its Subsidiaries and each 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 Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof all material environmental audits, assessment reports, and (v) there has been no material written other environmental assessment reports in its possession or audit conducted (other than customary assessments not revealing anything that would reasonably be expected control relating to result in a Material Adverse Effect)the operations of, by or on behalf of any real property operated or leased by, the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiary.

Environmental Matters. Except (a) To Knowledge of Seller, Parent and the Transferred Subsidiaries are, and since the Applicable Date have been, in compliance in all material respects with Environmental Laws. (b) To Knowledge of Seller, Parent and the Transferred Subsidiaries hold all Environmental Permits that are necessary to own, lease or operate the Target Assets and to conduct their business in all material respects as to matters that would not reasonably be expected to havepresently operated, individually and Parent and the Transferred Subsidiaries are, and since the Applicable Date have been, in compliance in all material respects with all such Environmental Permits. (c) Since the Applicable Date or in as is otherwise unresolved, none of Parent or any of the aggregate, a Material Adverse Effect: (i) no Transferred Subsidiaries has received any written notice, demand, request for information, order, complaint order or penalty has been received by the Borrower claim that alleges that Parent or any of its Subsidiaries, and there the Transferred Subsidiaries is not or was not in material compliance with any Environmental Law or is or was subject to material liability under any Environmental Law. (d) There are no judicial, administrative or other actions, suits or proceedings Actions pending or, to the Borrower’s knowledgeKnowledge of Seller, threatened which allege a violation in writing against Parent or any of the Transferred Subsidiaries relating to compliance with or any material liability or obligation under any Environmental Laws, in each case relating Law or to the Borrower investigation, remediation or cleanup of or exposure of any Person to any Hazardous Substance that could form the basis of any Actions, orders or claims against Parent or any of its the Transferred Subsidiaries. (e) To Knowledge of Seller, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsSubstances are not present, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of since the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) Applicable Date there has been no material written environmental assessment Release or audit conducted (other than customary assessments not revealing anything that would reasonably be expected exposure of any Person to result in a Material Adverse Effect)any Hazardous Substance on, by at, under, upon, to or on behalf of the Borrower or any of the Subsidiaries of from any property currently or, to the Borrower’s knowledge, or formerly owned or leased by the Borrower Parent or any of the Transferred Subsidiaries which could reasonably be expected to have a Parent Material Adverse Effect. (f) True and complete copies of all material studies, audits, assessments, memoranda, soil, air, groundwater or similar sampling data or other material written information in the possession or reasonable control of Parent or any of the Transferred Subsidiaries that has not relate to Parent, any of the Transferred Subsidiaries, or the Target Assets, or any property currently or formerly owned or leased by Parent or any of the Transferred Subsidiaries related to compliance with or liability under Environmental Laws have been made available to in the Administrative Agent prior to the Closing DateVirtual Data Room.

Environmental Matters. Except as Disclosed Publicly by Portugal or except for items with respect to matters that which adequate provision in accordance with US GAAP has been made in the Portugal Financial Statements or except as has not had and would not reasonably be expected to haveresult, individually or in the aggregate, in a Material Adverse Effect: Effect with respect to Portugal: (a) (i) no written notice, request for information, order, complaint or penalty No Hazardous Substance has been received discharged, disposed of, dumped, pumped, deposited, spilled, leaked, emitted or released by the Borrower Portugal or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending Subsidiaries (or, to the Borrowerknowledge of Portugal, is otherwise present) at, on, under or from any property now or previously owned, leased or operated by Portugal or any of its Subsidiaries (“Portugal Property”) in such manner or quantity that exceeds remediation criteria or standards under any applicable Environmental Laws or as would require investigation or remediation (either by Portugal or its Subsidiaries, or for which Portugal or its Subsidiaries would otherwise be liable) under any applicable Environmental Laws or as would adversely affect the business or operations of Portugal or any of its Subsidiaries and (ii) to the knowledge of Portugal, there are no liabilities of Portugal or any of its Subsidiaries arising out of any Environmental Laws or any agreement with a third party and relating to any Hazardous Substances at, on, under or about any property other than a Portugal Property. (b) The operations of Portugal and each of its Subsidiaries are and have been in compliance with all, and have not violated any, applicable Environmental Laws. (c) (i) Portugal and its Subsidiaries hold all approvals, certificates, authorizations, agreements, permits, licenses, certificates, clearances and consents under or pursuant to applicable Environmental Laws (the “Portugal Environmental Permits”) necessary for the conduct of Portugal’s and its Subsidiaries’ businesses as conducted currently and through the most recent fiscal year, (ii) all such Portugal Environmental Permits are valid and in full force and effect, (iii) Portugal and its Subsidiaries have not violated any such Portugal Environmental Permits, and (iv) neither Portugal nor any of its Subsidiaries has received any notice that any Portugal Environmental Permits will be revoked, adversely modified or not renewed, and to the knowledge of Portugal there is no reasonable basis for revoking, adversely modifying or refusing to renew any such Portugal Environmental Permits. (d) No Order or Action is pending, and to Portugal’s knowledge, threatened which allege a no Order or Action has been threatened, by any Governmental Entity or third party against or, to Portugal’s knowledge, affecting Portugal or any of its Subsidiaries concerning any alleged violation of or liability under any Environmental LawsLaw or concerning any Hazardous Substance. (e) No Environmental Lien is pending, in each case relating and to the Borrower Portugal’s knowledge, no Environmental Lien has been threatened against or affecting Portugal, any of its Subsidiaries, or any real or personal property of Portugal or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 and (ii) as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower BGI or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the BorrowerBGI’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower BGI or any of its Subsidiaries, (iib) each of the Borrower BGI and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) no Hazardous Material is located at, on or under any property currently or, to the BorrowerBGI’s knowledge, formerly owned, operated or leased by the Borrower BGI or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower BGI or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower BGI or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower BGI or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), ) by or on behalf of the Borrower BGI or any of the its Subsidiaries of any property currently or, to the BorrowerBGI’s knowledge, formerly owned owned, operated or leased by the Borrower BGI or any of the its Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not not, individually or the aggregate, reasonably be expected to have, individually be material to the Wireless Business or in the aggregate, Transferred Assets taken as a Material Adverse Effect: whole: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any Seller’s and each of its Subsidiaries’ operation and use of all their Owned Real Property or Leased Real Property is, and there are no judicialsince January 1, administrative or other actions2018 has been, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any in compliance with Environmental Laws, in each case relating to the Borrower or any and none of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Seller or any of its Subsidiaries has received any written notice from any Governmental Authority alleging that Seller’s or any of its Subsidiaries operation or use of any of the Leased Real Property is in violation of any Environmental Law, which violation has not been cured as of the date hereof including payment of all penalties or other liabilities. (b) Seller’s and each of its Subsidiaries hold, and are, and since January 1, 2018 have been, in compliance with, all Permits required under Environmental Laws to conduct the Wireless Business and to operate and use all of their Owned Real Property or Leased Real Property that is owned, operated or used as of the date hereof, and each such Permit is in full force and effect. (c) None of Seller or any of its Subsidiaries has caused and, to the Knowledge of Seller, no prior owner, lessee or operator of any Owned Real Property or Leased Real Property has caused, any Release of any Hazardous Material at any such Owned Real Property or Leased Real Property in violation of or that would reasonably be expected to give rise to any costLiability of Seller under any Environmental Law and, liability to the Knowledge of Seller, no Hazardous Material is currently present at, on, in or obligation under any of the Borrower Owned Real Property or Leased Real Property in a concentration, quantity or condition that requires remediation or removal under Environmental Law or would reasonably be expected to give rise to any Liability of Seller under any Environmental Law. (d) None of Seller or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no has Released Hazardous Material has been generated, used, treated, stored, handled, disposed of at or controlled, transported or Released at arranged for the transportation of any Hazardous Material to any location in a manner that would reasonably be expected to give rise to any costclaims against the Seller for clean-up costs, liability remedial work, damages to natural resources or obligation personal injury claims, including claims under CERCLA, in each case that remain unresolved or for which material liabilities remain outstanding. (e) To the Knowledge of Seller, none of the Borrower Owned Real Property or Leased Real Property is listed on the National Priorities List promulgated pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up as would reasonably be expected to give rise to any Liability of Seller under any Environmental Laws. (f) There are no reports of environmental investigations, studies, audits, tests, or assessments prepared in the past five (5) years (or earlier to the extent they disclose material environmental Liabilities) and conducted by, or which are in the possession or control of, Seller or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or for any of its Subsidiaries has expressly assumed the Owned Real Property or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, Leased Real Property which in any such case has have not been made available delivered to the Administrative Agent Buyer prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf execution of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datethis Agreement.

Environmental Matters. Except as set forth on Schedule 7.19, --------------------- (a) Holdings, the Borrower and each of their respective Subsidiaries have complied in all material respects with, and on the date of each Credit Event will be in compliance in all material respects with, all Environmental Laws and the requirements of any permits, licenses or other authorizations issued under such Environmental Laws. There are no pending or, to matters that would not reasonably be expected to havethe best knowledge of Holdings and the Borrower, individually past or in the aggregatethreatened Environmental Claims against Holdings, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiariestheir respective Subsidiaries or any Real Property now or formerly owned or operated by Holdings, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its their respective Subsidiaries. There are no facts, (ii) each of the Borrower and its Subsidiaries has all environmental permitscircumstances, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Lawsconditions or occurrences on any Real Property now or formerly owned or operated by Holdings, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its their respective Subsidiaries that would or, to the best knowledge of Holdings or the Borrower, on any property adjoining or in the vicinity of any such Real Property that, to the best knowledge of Holdings or the Borrower, could reasonably be expected (i) to give rise to any costform the basis of an Environmental Claim against Holdings, liability or obligation of the Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries 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 Lawssuch Real Property, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would Environmental Claim could reasonably be expected to result in a Material Adverse Effect), individually or in the aggregate with all other Environmental Claims, or (ii) to cause any such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property by or on behalf of Holdings, the Borrower or any of the their respective Subsidiaries of under any property currently orEnvironmental Law. (b) Hazardous Materials have not at any time been generated, used, treated or stored on, or transported to the Borrower’s knowledgeor from, formerly any Real Property owned or leased operated by Holdings, the Borrower or any of their respective Subsidiaries where such generation, use, treatment or storage has violated or resulted in liability under, or could reasonably be expected to violate or to result in liability under, any Environmental Law, which violation or liability could reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate with all other violations of or liability under any Environmental Law. Hazardous Materials have not at any time been Released on or from any Real Property owned or operated by Holdings, the Borrower or any of their respective Subsidiaries that where such Release has violated or resulted in material liability under, or could reasonably be expected to violate or to result in material liability under, any Environmental Law. There are not now nor have there been made available any underground storage tanks or related piping located on any Real Property owned or operated by Holdings, the Borrower or any of their respective Subsidiaries. (c) Notwithstanding anything to the Administrative Agent prior contrary in this Section 7.19, the representations made in this Section 7.19 shall only be untrue if the aggregate effect of all failures, noncompliances and liabilities of the types described above could reasonably be expected to the Closing Dateresult in a Material Adverse Effect.

Environmental Matters. (a) Except as to matters that would not reasonably be expected to haveset forth on Schedule 5.09 or except as, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect): (i) The Borrower and its Subsidiaries and their businesses, operations, facilities and property are in compliance with, and the Borrower and its Subsidiaries have no liability under, any Environmental Laws; (ii) The Borrower and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their facilities and property, under Environmental Laws, and all such Environmental Permits are valid and in good standing; (A) There has been no Release or, to the knowledge of the Borrower, threatened Release of Hazardous Materials on, at, under or from any property or facility presently owned, leased or operated by the Borrower and its Subsidiaries during the period of time when such property or on behalf facility was owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under or noncompliance by the Borrower or any Subsidiary with any Environmental Law and (B) to the knowledge of the Subsidiaries Borrower, there has been no Release or threatened Release of Hazardous Materials on, at, under or from any property currently or facility owned, leased or operated by the Borrower and its Subsidiaries during the period of time when such property or facility was not owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under or noncompliance by the Borrower or any Subsidiary with any Environmental Law; (iv) There is no claim, notice, suit, action, complaint, demand or proceeding pending or, to the knowledge of the Borrower and its Subsidiaries threatened, against the Borrower or its Subsidiaries alleging actual or potential liability under or violation of any Environmental Law (an “Environmental Claim”), and, to the knowledge of the Borrower’s knowledge, formerly there are no actions, activities, occurrences, conditions, or incidents that could reasonably be expected to form the basis of such an Environmental Claim; (v) To the knowledge of the Borrower, no Person with an indemnity or contribution obligation to the Borrower or any of its Subsidiaries relating to compliance with or liability under any Environmental Law is in default with respect to such obligation; and (vi) Neither the Borrower nor any of its Subsidiaries is currently obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any Environmental Permit, order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of them is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any facility or location. (b) Except as set forth in Schedule 5.09, no Lien has been recorded or, to the knowledge of the Borrower and its Subsidiaries threatened, under any Environmental Law with respect to any real property or other assets currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateits Material Subsidiaries.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as of the Agreement Execution Date except as disclosed on Schedule 3 attached hereto: (a) To the Knowledge of Guarantor and Borrower, the Collateral Asset does not contain any Materials of Environmental Concern in amounts or concentrations which constitute a violation of, or could reasonably give rise to liability of Guarantor or Borrower under, Environmental Laws. (b) To the Knowledge of Guarantor and Borrower, the Collateral Asset has been in compliance in all material respects with all applicable Environmental Laws during the period of Borrower’s ownership thereof. (c) Neither Guarantor nor Borrower has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to the Collateral Asset, nor does the Borrower have Knowledge or reason to believe that would any such notice will be received or is being threatened. (d) To the Knowledge of Guarantor and Borrower, Materials of Environmental Concern have not reasonably be expected to havebeen transported or disposed of from the Collateral Asset in violation of, individually or in the aggregatea manner or to a location which could reasonably give rise to liability of Guarantor or Borrower under, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower nor have any Materials of Environmental Concern been generated, treated, stored or any disposed of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under the Collateral Asset in violation of, or in a manner that could give rise to liability of Guarantor or Borrower any property currently applicable Environmental Laws. (e) No judicial proceedings or governmental or administrative action is pending, or, to the Borrower’s knowledgeKnowledge of Guarantor, formerly ownedthreatened, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws Law to which Guarantor or Borrower is or, to Guarantor’s or Borrower’s Knowledge, will be named as a party with respect to the Collateral Asset, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Environmental PermitsLaw with respect to the Collateral Asset. (f) To the Knowledge of Guarantor and Borrower, and no Hazardous Material there has been generatedno release or threat of release of Materials of Environmental Concern at or from the, used, treated, stored, handled, disposed or arising from or related to the operations of Guarantor and Borrower in connection with the Collateral Asset in violation of or controlled, transported in amounts or Released at any location in a manner that would reasonably be expected to could give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except as to matters that as, individually or in the aggregate, has not and would not reasonably be expected to result in a liability that is material to Battery and its Subsidiaries, taken as a whole, and except for matters which have fully been resolved, the operations of Battery and its Subsidiaries are, and at all times since January 1, 2004, have been, in compliance with all applicable Environmental Laws, including possession and compliance with the terms of all Battery Permits required by Environmental Laws and there are not present or, to the knowledge of Battery, past facts or circumstances that would materially increase the cost of maintaining such compliance in the future. (b) Except as, individually or in the aggregate, has not and would not reasonably be expected to result in a liability that is material to Battery and its Subsidiaries, taken as a whole, there are no pending, or to the knowledge of Battery, threatened Actions under or pursuant to Environmental Laws by the Environmental Protection Agency or any other Governmental Authority or any other Person against Battery or any of its Subsidiaries or involving any Real Property currently or, to the knowledge of Battery, formerly operated or leased by Battery or any of its Subsidiaries or to which Battery or any of its Subsidiaries could be deemed to hold or have held title or against any Person whose liability Battery or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of Law. (c) Battery and its Subsidiaries have not, since January 1, 2004 received notice of any allegations of any Environmental Liabilities, including non-compliance with any applicable Environmental Laws, and no facts, circumstances or conditions relating to, associated with or attributable to any Real Property currently or formerly operated or leased or other sites at which Hazardous Materials were disposed of, or allegedly disposed of, or to which Battery or any of its Subsidiaries could reasonably be deemed to hold or have held title or Battery’s or any of its Subsidiaries’ operations thereon, has resulted in or is reasonably likely to result in Environmental Liabilities that would have or reasonably be likely to have, individually or in the aggregate, a Battery Material Adverse Effect: . (id) There have been no written notice, request for information, order, complaint releases of Hazardous Materials at any Real Property currently or penalty has been received formerly owned or operated by the Borrower Battery or any of its Subsidiaries, and there which releases are no judicial, administrative reasonably likely to create any liability for Cleanup or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability remediation under any Environmental Laws, in each case relating to except as, individually or in the Borrower or any of its Subsidiariesaggregate, (ii) each of the Borrower has not had and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would not reasonably be expected likely to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in have a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Battery Material Adverse Effect). (e) Except as expressly set forth in this Section 3.15 and except for the representations and warranties in Section 3.4 and those relating to Battery Permits as expressly set forth in Section 3.6, by neither Battery nor its Subsidiaries make any representation or on behalf of the Borrower warranty regarding compliance or failure to comply with, or any of the Subsidiaries of actual or contingent liability under, any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, date hereof and (v) there has been no material all of the written environmental assessment assessments or audit audits conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of 2006 in connection with the Borrower or any of the Subsidiaries Acquisition of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not have been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower The Acquiror and its Subsidiaries has have complied at all environmental permits, licenses and other approvals necessary for its operations to comply times with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws, ; no property (iiiincluding buildings and any other structures) no Hazardous Material is located at, on currently or under any property currently or, to formerly owned or operated (or which the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Acquiror or any of its Subsidiaries that would reasonably be expected deemed to give rise to have owned or operated under any cost, liability or obligation of Environmental Law) by the Borrower Acquiror or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of which the Borrower Acquiror or any of its Subsidiaries under (whether as fiduciary or otherwise) has a Lien, has been contaminated with, or has had any release of, any Hazardous Substance in such form or substance so as to create any liability for the Acquiror or its Subsidiaries; the Acquiror is not subject to liability for any Hazardous Substance disposal or contamination on any other third-party property; within the last six years, the Acquiror and its Subsidiaries have not received any notice, demand letter, claim or request for information alleging any violation of, or liability of the Acquiror under, any Environmental Laws Law; the Acquiror and its Subsidiaries are not subject to any order, decree, injunction or Environmental Permits, (iv) there are no agreements in which the Borrower other agreement with any Governmental Authority or any of third party relating to any Environmental Law; the Acquiror and its Subsidiaries has expressly assumed or undertaken responsibility for are not aware of any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Lawsenvironmental circumstances or conditions (including the presence of asbestos, which in underground storage tanks, lead products or polychlorinated biphenyls) involving the Acquiror or one of its Subsidiaries, any such case currently or formerly owned or operated property (whether as fiduciary or otherwise), or any reasonably likely liability related to any Lien held by the Acquiror or one of its Subsidiaries; and the Acquiror has not been made available to the Administrative Agent prior Acquiror copies of all environmental reports, studies, sampling data, correspondence, filings and other environmental information in its possession or reasonably available to it relating to the Closing Date, and (v) there has been no material written environmental assessment Acquiror or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf one of the Borrower its Subsidiaries or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, or formerly owned or leased by the Borrower operated property or any property in which the Acquiror or one of the its Subsidiaries that (whether as fiduciary or otherwise) has not been made available to the Administrative Agent prior to the Closing Dateheld a Lien.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Each Obligor shall (i) no written notice, request for information, order, complaint or penalty has been received by comply in all material respects with the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, Environmental Laws applicable to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiariesit, (ii) each notify the Bank promptly in the event of any Discharge occurring at or Contaminant (other than de minimis non-reportable amounts of such substances ordinarily present on the Obligor's premises and used in the conduct of the Obligor's business as currently conducted) being found in, at or under any premises owned or occupied by the Obligor, and (iii) promptly forward to the Bank a copy of any order, notice, permit, application, claim or any other communication or report received by the Obligor in connection with any such Discharge or Contaminant or any other matter relating to the Environmental Laws as they may affect such premises. (b) The Borrower shall indemnify the Bank and its Subsidiaries has all environmental permitshold the Bank harmless from and against any loss, licenses liability, damage, or expense, including attorneys' fees, suffered or incurred by the Bank, whether as successor in interest to an Obligor as lessee of any premises by virtue of foreclosure or in lieu of foreclosure or otherwise, (i) under or on account of the Environmental Laws, including the assertion of any Lien thereunder; (ii) with respect to any Discharge or Contaminant affecting such premises, whether or not the same originates or emanates from such premises or any contiguous real estate, including any loss of value of such premises as a result of a Discharge or Contaminant; and (iii) with respect to any other approvals necessary for its operations matter affecting such premises within the jurisdiction of any federal, state, or municipal official administering the Environmental Laws. (c) In the event of any Discharge or Contaminant affecting any premises now or hereafter occupied by an Obligor, whether or not the same originated or emanates from such premises or any contiguous real estate, and if an Obligor shall fail to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with any of the terms requirements of such Environmental Permits and with all other the Environmental Laws, (iii) no Hazardous Material is located at, on or where required to do so under any property currently orapplicable lease or other agreement, the Bank may, but shall not be obligated to, give such notices or cause such work to be performed or take any and all actions deemed necessary or desirable to remedy such Discharge or Contaminant or cure such failure to comply and any amounts paid as a result thereof, together with interest thereon at the Borrower’s knowledgeDefault Rate, formerly owned, operated or leased shall be immediately due and payable by the Borrower or any of its Subsidiaries that would reasonably and, until paid, shall be expected to give rise to any cost, liability or obligation part of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateObligations.

Environmental Matters. Except as provided on Schedule 3.16 or to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened in writing which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, ; (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, ; (iii) no Hazardous Material is located has been Released by the Borrower or any of its Subsidiaries at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, any property formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location by the Borrower or any of its Subsidiaries in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, Laws; and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, date hereof. This Section 3.16 contains the sole and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf exclusive representations and warranties of the Borrower or its Subsidiaries with respect to environmental matters, including any of the Subsidiaries of any property currently ormatters relating to Environmental Laws, to the Borrower’s knowledgeHazardous Materials, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateand Releases.

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2017, or as otherwise could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: Change: (a) The Borrower and its Subsidiaries, their operations, facilities and properties are and for the past three years have been in compliance with all Environmental Laws. (b) The facilities and properties currently owned, leased or operated by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower or any of its Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”), do not contain any Hazardous Materials in amounts or concentrations which (i) no constitute or constituted a violation of Environmental Law by, or (ii) could reasonably be expected to give rise to any Environmental Liability for, the Borrower or any of its Subsidiaries. (c) Neither the Borrower nor any of its Subsidiaries has received any written noticenotice of violation, request for informationalleged violation, ordernon-compliance, complaint liability or penalty has been received potential liability regarding compliance with or other liabilities under Environmental Laws, including any with regard to their activities at any of the Properties or the business currently or formerly operated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary prior business for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for is subject to liability under any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has Law. (d) Hazardous Materials have not been made available transported or Released from the Properties in violation of, or in a manner or to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would a location which could reasonably be expected to result in a Material Adverse Effect)give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or Released of by or on behalf of the Borrower or any of its Subsidiaries at, on, from or under any of the Subsidiaries Properties in violation of any property currently or, Environmental Law or in a manner that could reasonably be expected to the Borrower’s knowledge, formerly owned or leased by give rise to Environmental Liability for the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateits Subsidiaries.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as disclosed on Schedule 3.15 and except as to matters that would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrower, or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to or threatened in writing against the Borrower’s knowledge, threatened Borrower or any of the Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained or in a timely manner applied for all environmental permits, licenses Permits necessary for ownership of its assets and other approvals necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws, (iii) the Borrower and the Subsidiaries have made available to the Administrative Agent prior to the Third Amendment Effective Date the most recent environmental audit, if any, then available with respect to the operations of each of the Borrower and the Subsidiaries, (iv) to the knowledge of the Borrower and the Subsidiaries, no Hazardous Material is located at, on on, under or under is emanating from any property or facility currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected likely to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned or controlled by the Borrower or any of the Subsidiaries and disposed of, treated, stored, handled, disposed of or controlled, transported to or Released at any location in a manner that would reasonably be expected likely to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (ivv) to the knowledge of the Borrower and the Subsidiaries, there are no agreements in effect as of the Third Amendment Effective Date pursuant to which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Third Amendment Effective Date, (vi) to the knowledge of the Borrower and the Subsidiaries, there are no landfills, disposal areas, or surface impoundments (vincluding slurry impoundments) there has been no material written environmental assessment located at, on, in or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf under the assets of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by Subsidiary for which the Borrower or any Subsidiary does not hold a valid Permit pursuant to Mining Laws and Environmental Laws, and which are closed or to be closed and reclaimed pursuant to Mining Laws and Environmental Laws, and (vii) to the knowledge of the Borrower and the Subsidiaries that has as of the Third Amendment Effective Date, except as listed on Schedule 3.15(vii), there are not currently and since January 1, 2008 there have not been made available any underground storage tanks “owned,” or “operated” (as defined by applicable Environmental Law) by any of the Borrower or any Subsidiary or present or located on the Borrower’s or any Subsidiary’s Real Property. For purpose of Section 7.01(a), each of the representations and warranties contained in clauses (iv), (v), (vi) and (vii) of this Section 3.15 that are qualified by the knowledge of the Borrower and the Subsidiaries shall be deemed not to the Administrative Agent prior to the Closing Datebe so qualified.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its SubsidiariesSubsidiaries which has not been addressed and cured in accordance with Environmental Laws, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to for any matters that would not reasonably be expected to havethat, either individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect): (a) The Lead Borrower and each of its Subsidiaries are in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. To the knowledge of any Loan Party, by there are no pending or on behalf of threatened Environmental Claims against the Lead Borrower or any of the its Subsidiaries of or any property Real Property currently oror formerly owned, to the Borrower’s knowledge, formerly owned leased or leased operated by the Lead Borrower or any of its Subsidiaries. There are no facts, circumstances, conditions or occurrences with respect to the business or operations of the Lead Borrower or any of its Subsidiaries, or to the knowledge of any Loan Party, any Real Property currently or formerly owned, leased or operated by the Lead Borrower or any of its Subsidiaries that has not been made available would be reasonably expected (i) to form the basis of an Environmental Claim against the Lead Borrower or any of its Subsidiaries or (ii) to cause any Real Property owned, leased or operated by the Lead Borrower or any of its Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Lead Borrower or any of its Subsidiaries under any applicable Environmental Law. (i) The Lead Borrower and each of its Subsidiaries are in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. To the knowledge of any Loan Party, there are no pending or threatened Environmental Claims against the Lead Borrower or any of its Subsidiaries or any Real Property currently or formerly owned, leased or operated by the Lead Borrower or any of its Subsidiaries and (ii) are no facts, circumstances, conditions or occurrences with respect to the Administrative Agent prior business or operations of the Lead Borrower or any of its Subsidiaries, or to the Closing Dateknowledge of any Loan Party, any Real Property currently or formerly owned, leased or operated by the Lead Borrower or any of its Subsidiaries that would be reasonably expected (A) to form the basis of an Environmental Claim against the Lead Borrower or any of its Subsidiaries or (B) to cause any Real Property owned, leased or operated by the Lead Borrower or any of its Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Lead Borrower or any of its Subsidiaries under any applicable Environmental Law.

Environmental Matters. Except as The following paragraphs are hereby added to matters that would not reasonably be expected Article 7 of the Lease: (a) Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and their respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all attorney’s, consultant’s and expert’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from Tenant’s storage and use of hazardous substances in the New Premises including, without limitation, any and all costs incurred by Landlord because of any investigation of the Project or any cleanup, removal or restoration of the Project to haveremove or remediate hazardous or hazardous wastes deposited by Tenant. Without limitation of the foregoing, individually if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the New Premises by any hazardous substances, Tenant shall promptly at its sole expense, take any and all necessary actions to return the New Premises to the condition existing prior to such contamination, or in the aggregatealternative take such other remedial steps as may be required by law or recommended by Landlord’s environmental consultant. (b) Landlord has not used, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, usedmanufactured, treatedproduced, stored, handledreleased, discharged or disposed of on, under or controlledabout the New Premises or transported to or from the New Premises, transported any hazardous substances or Released at allowed any location in a manner other entity or person to do so to its knowledge. Landlord has no knowledge that would reasonably be expected to give rise to any costhazardous substances has been produced, stored, released, discharged or disposed of on, under or about the New Building by any entity or person. (c) Landlord shall defend, indemnify and hold harmless Tenant and its respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all attorney’s, consultant’s and expert’s fees, expenses and liabilities incurred in defense of any such claim or obligation any action or proceeding brought thereon) arising from Landlord (or its agents and contractors) use of hazardous substances in the New Premises, New Building or Project including, without limitation, any and all costs incurred by Tenant because of any investigation of the Borrower New Premises or any cleanup, removal or restoration of the New Premises to remove or remediate hazardous or hazardous wastes deposited by Landlord. Without limitation of the foregoing, if Landlord, its Subsidiaries under officers, employees, agents, contractors, licensees or invitees cause contamination of the New Premises, New Building or Project by any Environmental Laws or Environmental Permitshazardous substances, (iv) there are no agreements in which Landlord shall promptly at its sole expense, take any and all necessary actions to return the Borrower or any of its Subsidiaries 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 LawsNew Premises, which in any such case has not been made available New Building and/or Project to the Administrative Agent condition existing prior to such contamination, or in the Closing Datealternative, and (v) there has been no material written take such other remedial steps as may be required by law or recommended by Tenant’s environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateconsultant.

Environmental Matters. Except as to for such matters that would which have not reasonably be expected to havehad or could not, individually or in the aggregate, reasonably be expected to have a CNLRP Material Adverse Effect: : (ia) CNLRP and each of its Subsidiaries are currently and, at all times during CNLRP’s and each of its Subsidiaries’ ownership or operation of their businesses and properties, have been, in compliance with all applicable Environmental Laws; (b) no written noticeEnvironmental Claims have been asserted or assessed against CNLRP, request for information, order, complaint or penalty has been received by the Borrower or any of its SubsidiariesSubsidiaries or, to CNLRP’s Knowledge, any tenant under any of CNLRP Leases with regard to any of CNLRP Properties, and there no Environmental Claims are no judicial, administrative or other actions, suits or proceedings pending or, to the BorrowerCNLRP’s knowledgeKnowledge, threatened which allege a violation of or liability under any Environmental Lawsagainst CNLRP, in each case relating to the Borrower or any of its SubsidiariesSubsidiaries or any tenants under any of CNLRP Leases with regard to any of CNLRP Properties: (c) there has not been, (ii) each of the Borrower and is not now present, any Contamination at any property currently owned, leased or operated by CNLRP and its Subsidiaries has all environmental permits(including soils, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Lawsgroundwater, (iii) no Hazardous Material is located atsurface water in, on or under any such properties), and no such property currently is in the National Priorities List or, to the BorrowerCNLRP’s knowledgeKnowledge, any other list, schedule, log, inventory or record, however defined, maintained by any federal, state or local Governmental Entity with respect to sites from which there is or has been a Release of a Hazardous Substance; (d) there was no Contamination at any property formerly owned, leased or operated or leased by the Borrower CNLRP or any of its Subsidiaries that would reasonably be expected during, or to give rise CNLRP’s Knowledge, prior to any cost, liability the period of ownership or obligation of the Borrower operation by CNLRP or any of its Subsidiaries (including soils, groundwater, surface water in, on or under such properties), and no such property is on the National Priorities List or, to CNLRP’s Knowledge, any other list, schedule, log, inventory or record, however defined, maintained by any federal, state or local Governmental Entity with respect to sites from which there is or has been a Release of a Hazardous Substance; (e) neither CNLRP nor any of its Subsidiaries nor, to CNLRP’s Knowledge, any tenant of any CNLRP Property is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Laws Law or Environmental Permits, and no relating to Hazardous Material has been generated, used, treated, stored, handled, disposed of Substances that obligates or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower may obligate CNLRP or any of its Subsidiaries under any Environmental Laws or Environmental Permitsto pay money; (f) To CNLRP’s Knowledge, (iv) there are no agreements events, conditions, circumstances, practices, plans, or legal requirements (in effect or reasonably anticipated), that could be expected to prevent CNLRP from, or materially increase the burden on CNLRP of complying with applicable Environmental Laws; and (g) CNLRP has made available to the Company, prior to the execution and delivery of this Agreement, complete copies of any and all Environmental Documents pertaining to CNLRP Properties. (h) To CNLRP’s Knowledge, each of the representations and warranties contained in Section 4.13(a) is true and correct with respect to any entity for which the Borrower CNLRP or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known retained liability, whether by contract or reasonably likely liability or obligation operation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datelaw.

Environmental Matters. Except as to matters (a) The Parent Borrower and its Subsidiaries have been and are in compliance with all Environmental Laws, including obtaining and complying with all required Environmental Permits, other than non‑compliances that would not reasonably be expected to havecould not, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of . (b) Neither the Parent Borrower or nor any of the its Subsidiaries of nor any property currently or, to the Borrower’s knowledgeknowledge of the Parent Borrower or any of the Subsidiaries, formerly previously owned, operated or leased by or for the Parent Borrower or any of its Subsidiaries is subject to any pending or, to the knowledge of the Parent Borrower or any of the Subsidiaries, threatened, claim, order, agreement, notice of violation, notice of potential liability or is the subject of any pending or threatened proceeding or governmental investigation, in each case under or pursuant to Environmental Laws other than those that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) Except as set forth on Schedule 5.09(c), as of the Closing Date, neither the Parent Borrower nor any of its Subsidiaries operates their respective currently owned or leased by real property as a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the regulations thereunder or any state analog, other than instances that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) Other than instances that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there are no facts, circumstances or conditions known to the Parent Borrower or any of the Subsidiaries arising out of or relating to the operations or ownership of the Parent Borrower or any of its Subsidiaries or of the property owned, operated or leased by the Parent Borrower or any of its Subsidiaries that are not specifically included in the financial information furnished to the Lenders that could be reasonably expected to result in any material Environmental Liabilities. (e) (i) no Environmental Lien has attached to any property of the Parent Borrower or its Subsidiaries and (ii) to the knowledge of the Parent Borrower or the Subsidiaries, no facts, circumstance or conditions exist, in each case of clauses (i) and (ii) that could, individually or in the aggregate, reasonably be expected to result in an Environmental Lien that could have a Material Adverse Effect. (f) Neither the Parent Borrower nor any of its Subsidiaries is undertaking, and has not been made available to the Administrative Agent prior to completed, either individually or together with other potentially responsible parties, as of the Closing Date, any investigation or assessment or remedial action relating to any actual or threatened release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or, during the period of ownership or operation by the Parent Borrower or any of its Subsidiaries, formerly owned or operated by the Parent Borrower or any of its Subsidiaries have been disposed of in a manner that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (g) Neither the Parent Borrower nor any of its Subsidiaries (i) has received written notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries or (ii) is subject to any outstanding obligations under any written order, consent decree, or settlement agreement with any Person relating to any Environmental Liability, in each case of clauses (i) and (ii), that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Environmental Matters. Except Other than as disclosed on Schedule 4.18 or exceptions to matters any of the following that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to give rise to a Material Adverse Effect: (a) The Borrower and its Restricted Subsidiaries: (i) no written noticeare, request and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for informationany of their current operations or for any property owned, orderleased, complaint or penalty has otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws, including any reasonably foreseeable future requirements thereto. (b) Materials of Environmental Concern have not been received transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to or at any real property presently or formerly owned, leased or operated by the Borrower or any of its SubsidiariesRestricted Subsidiaries or at any other location, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to (i) give rise to any cost, liability or obligation other Environmental Costs of the Borrower or any of its Restricted Subsidiaries under any applicable Environmental Laws Law, or (ii) interfere with the Borrower’s or any of its Restricted Subsidiaries’ planned or continued operations. (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental PermitsLaw to which the Borrower or any of its Restricted Subsidiaries is, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation the knowledge of the Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental Permitsis reasonably likely to be, (iv) there are no agreements in which named as a party that is pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened. (d) Neither the Borrower nor any of its Restricted Subsidiaries has expressly assumed received any written request for information, or undertaken responsibility for been notified that it is a potentially responsible party, under the United States Federal Comprehensive Environmental Response, Compensation, and Liability Act or any known similar Environmental Law, or reasonably likely liability or obligation of received any other person arising under written request for information from any Governmental Authority with respect to any Materials of Environmental Concern. (e) Neither the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing ARCA Effective Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Restatement Effective Date.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no written environmental audit conducted since January 1, 1990 by the Borrower or any of its Subsidiaries of any property currently owned or leased by the Borrower or any of its Subsidiaries which has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of claim against the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no acquisition agreements entered into after 1987 in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 and (ii) as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), ) by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent Agents prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to haveset forth on Schedule 5.09 or except as, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect): (i) the Borrower and its Subsidiaries and their businesses, operations, facilities and properties are in compliance with, and the Borrower and its Subsidiaries have no liability under, any Environmental Laws; (ii) the Borrower and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their facilities and properties, under Environmental Laws, and all such Environmental Permits are valid and in good standing; (iii) (A) there has been no Release or, to the knowledge of the Borrower, threatened Release of Hazardous Materials on, at, under or from any property or facility presently owned, leased or operated by the Borrower and its Subsidiaries during the period of time when such property or on behalf facility was owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under, or noncompliance by the Borrower or any Subsidiary with, any Environmental Law and (B) to the knowledge of the Subsidiaries Borrower’s vice president for environmental health and safety (or equivalent successor officer otherwise named who is responsible for oversight of environmental matters) and of the Borrower’s employees who report directly to such vice president, there has been no Release or threatened Release of Hazardous Materials on, at, under or from any property currently or facility owned, leased or operated by the Borrower and its Subsidiaries during the period of time before such property or facility was owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under, or noncompliance by the Borrower or any Subsidiary with, any Environmental Law; (iv) there is no claim, notice, suit, action, complaint, demand or proceeding pending or, to the knowledge of the Borrower’s knowledge, formerly threatened, against the Borrower or its Subsidiaries alleging actual or potential liability under or violation of any Environmental Law (an “Environmental Claim”), and, to the knowledge of the Borrower, there are no actions, activities, occurrences, conditions, or incidents that would reasonably be expected to form the basis of such an Environmental Claim; (v) neither the Borrower nor any of its Subsidiaries is currently obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any Environmental Permit, order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of them is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any facility or location; and (vi) except as permitted pursuant to Section 7.01, no Lien has been recorded or, to the knowledge of the Borrower, threatened, under any Environmental Law with respect to any property or other assets currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateits Material Domestic Subsidiaries.

Environmental Matters. (a) Except as to matters that would not reasonably be expected to haveset forth on Schedule 3.21, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, notification, demand, request for information, ordercitation, complaint summons or penalty order has been received by the Borrower JAXB or any of its Subsidiaries, no complaint has been filed against JAXB or any of its Subsidiaries, no penalty has been assessed against JAXB or any of its Subsidiaries, and there are no judicialinvestigation, administrative action, claim or other actions, suits or proceedings suit is pending or, to the BorrowerJAXB’s knowledgeKnowledge, threatened which allege a violation against JAXB or any of its Subsidiaries by any Governmental Authority or liability under any Environmental Lawsother Person, in each case relating to the Borrower or arising out of any of its SubsidiariesEnvironmental Law, (ii) JAXB, each of the Borrower and its Subsidiaries has are in compliance in all environmental permits, licenses and other approvals necessary for its operations to comply material respects with all Environmental Laws (“and all Permits relating to Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental LawsLaw matters, (iii) no Hazardous Material neither JAXB nor any of its Subsidiaries is located at, on conducting or paying for any response or corrective action under any property currently orEnvironmental Law at any location and (iv) neither JAXB nor any of its Subsidiaries is party to any Order that imposes any obligations under any Environmental Law. (b) To JAXB’s Knowledge, to the Borrower’s knowledge, formerly owned, operated or leased there has been no release of any Hazardous Substance by the Borrower JAXB or any of its Subsidiaries in any manner that has given or would reasonably be expected to give rise to any costunpaid remedial obligation, corrective action requirement or liability under applicable Environmental Laws. (c) To JAXB’s Knowledge, no Hazardous Substance has been disposed of, arranged to be disposed of, released or obligation transported in violation of the Borrower any applicable Environmental Law, or in a manner that has given rise to, or that would reasonably be expected to give rise to, any liability under any Environmental Law, from any current or former properties or facilities while owned or operated by JAXB or any of its Subsidiaries, and, to JAXB’s Knowledge, Hazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in liability to JAXB or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the U.S. Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any Environmental Laws, in each case relating to the U.S. Borrower or any of its the Subsidiaries, (ii) each of the U.S. Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since January 1, 2002, by the U.S. Borrower or any of the Subsidiaries of any property currently owned or leased by the U.S. Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of any Borrower’s knowledge, formerly owned, operated or leased by the U.S. Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the U.S. Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the U.S. Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as (a) Neither the Parent Guarantor nor any of its Subsidiaries (i) currently has any Environmental Liability which would reasonably be expected to matters have a Material Adverse Effect, (ii) has received notice that it is in non-compliance with or has a liability or potential liability under any Environmental Laws (except for any non-compliance or other Environmental Liabilities which would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: ) or (iiii) no written notice, request for information, order, complaint or penalty has been received by designated as a potentially responsible party under CERCLA or under any state statute similar to CERCLA, and none of the Borrower Real Property or assets of the Parent Guarantor or any of its SubsidiariesSubsidiaries located in the United States and owned, and there are no judicial, administrative leased or other actions, suits operated by the Parent Guarantor or proceedings pending any of its Subsidiaries has been identified on the current or, to the Borrower’s knowledge's and the Parent Guarantor's actual knowledge any proposed, threatened which allege (x) National Priorities List under 40 C.F.R. Section 300, (y) CERCLIS list or (z) any similar list arising from a violation of state statute similar to CERCLA. (b) Except as set forth in Schedule V, no Hazardous Materials have been arranged for disposal, generated, stored, disposed of, managed, Released or liability under any Environmental Lawsotherwise handled at, in each case relating or shipped or transported to the Borrower or from any of its Subsidiaries, (ii) each the Real Property of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Parent Guarantor or any of its Subsidiaries that would reasonably be expected to give rise to or are otherwise present at, on, in or under any cost, liability or obligation of the Borrower Real Property, or to the best of the Borrower's and the Parent Guarantor's actual knowledge, at or from any of its Subsidiaries under any Environmental Laws adjacent site or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location facility in a manner that would reasonably be expected to give rise to any cost, liability or obligation affect the Real Property of the Borrower Parent Guarantor or any of its Subsidiaries, except for (i) Hazardous Materials, such as cleaning chemicals, pesticides and other materials used, produced, manufactured, processed, treated, recycled, generated, stored, disposed of, managed, or otherwise handled in the ordinary course of business in compliance with Environmental Laws or (ii) any such disposal, generation, storage, arrangement for disposal, disposal, management, Release, handling, shipment, transport or presence that would not reasonably be expected to have a Material Adverse Effect. (c) Each of the Parent Guarantor and its Subsidiaries (i) are in compliance with all applicable Environmental Laws in connection with the operation of its respective facilities, businesses and other assets and properties, and there are no unresolved notices of violation or non-compliance with respect thereto, and (ii) have obtained and maintain in full force and effect all material permits, licenses, certificates and approvals required for their respective facilities and operations under any Environmental Laws or Environmental Permitsand comply with all such permits, licenses, certificates and approvals, except in the case of (ivi) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility and (ii) above for any known non-compliance or reasonably likely liability failure to obtain or obligation of any other person arising under or relating to Environmental Laws, which maintain in any such case has not been made available to the Administrative Agent prior to the Closing Date, full force and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything effect that would not reasonably be expected to result in have a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.