Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Except as disclosed in Schedule 6.09, no Loan Party or Restricted any Subsidiary thereof (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw with respect to the Loan Party or any Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as otherwise set forth in Schedule 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof is or was listed or, to the knowledge of any Responsible Officer was the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at or is adjacent to any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, property; (ii) there are no and, to the knowledge of any Responsible Officer, no property currently owned or operated by any the Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerParties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws or, thereof; (iii) to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectthereof. (c) No Except as otherwise set forth on Schedule 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, no Loan Party or Restricted any Subsidiary thereof is undertaking, and no Loan Party or Restricted any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary have thereof have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expectedexpected to result in material liability to any Loan Party or any Subsidiary thereof. (d) Each Loan Party conducts in the Ordinary Course of Business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party There are no claims against the Borrower or its Restricted Subsidiary (i) has failed to comply in all material respects with applicable Subsidiaries alleging potential liability or responsibility for violation of any Environmental Law or to obtainbinding on their respective businesses, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notoperations and properties that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, (i) None none of the properties currently or formerly owned or operated by the Borrower or any Loan Party of its Restricted Subsidiaries is listed or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any no underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Borrower or any Loan Party of its Restricted Subsidiaries, or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by the Borrower or any Loan Party of its Restricted Subsidiaries requiring investigation, remediation, mitigation, removal, or Restricted Subsidiaryassessment, or other response, remedial or corrective action, pursuant to Environmental Law; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by the Borrower or any Loan Party or of its Restricted SubsidiarySubsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by the Borrower or any Loan Party of its Restricted Subsidiaries except for such releases, discharges or Restricted Subsidiary disposal that were in violation of any material compliance with Environmental Laws; and . (vc) to the knowledge of any Responsible Officer, there are no pending The properties currently or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets formerly owned or leased by the Borrower or its Restricted Subsidiaries do not contain any Loan Party Hazardous Materials in amounts or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute a violation of, (vii) aboverequire remedial action under, as or (iii) would notreasonably be expected to give rise to liability under, individually or Environmental Laws, except for violations, remedial actions and liabilities that, in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Neither the Borrower nor any of its Restricted Subsidiary Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or assessment or remedial or response action that, in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the knowledge of the Borrower, formerly owned or operated by the Borrower or any Loan Party or of its Restricted Subsidiary Subsidiaries have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Loan Party and Subsidiary is and has been in compliance with any applicable Environmental Law, which compliance includes obtaining, maintaining and complying with any permit, license or other approval required under any Environmental Law (“Environmental Permits”), (ii) no Loan Party or Subsidiary is subject to any Environmental Liability, and (iii) no Loan Party or Subsidiary has received notice of any claim alleging noncompliance with or potential liability under any Environmental Law. (b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws or, its Subsidiaries or to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) no Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries in violation of any applicable Environmental Law or in a manner that could result in a liability under Environmental Laws; and . (vc) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, Except as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No , neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completed, undertaking either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by or on behalf of any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed failed, within the preceding five (5) years, to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None Except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: none of the properties currently or formerly owned or operated by any Loan Party is listed or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, orno and, to the best knowledge of any Responsible Officerthe Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted SubsidiaryParty; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiaryParty; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and Party. (vc) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, exceptExcept, in the case of clauses (i) through (v) aboveeach case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No , no Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Law. All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the best knowledge of the Loan Parties, formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that would reasonably be expected to give rise to liability under any applicable Environmental Laws. (ib) None of the properties currently Facilities contains, or formerly owned has previously contained, any Hazardous Materials at, on or operated by under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or Restricted reason to believe that any such notice will be received or is being threatened in writing. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is or was listed pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened in writing, under any Responsible Officer was proposed for listing on Environmental Law to which the NPL or on the CERCLIS Borrower or any analogous state Subsidiary is or local list at will be named as a party, nor are there any time while such property was owned by such Loan Party orconsent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the knowledge of Borrower, any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken Facilities or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBusinesses. (cf) No Loan Party There has been no release or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal threat of release of Hazardous Materials at any siteor from the Facilities, location or operation, either voluntarily arising from or pursuant related to the order operations (including disposal of Hazardous Materials) of the Borrower or any Governmental Authority Subsidiary in connection with the Facilities or otherwise in connection with the requirements Businesses, in violation of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled in amounts or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, that could give rise to have a Material Adverse Effectliability under Environmental Laws.

Environmental Compliance. (a) No Loan Party Except with respect to any matters that have been resolved in compliance with Environmental Law or Restricted Subsidiary that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect, (i) neither the Borrower nor any Subsidiary has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any required Environmental Permit, (ii) Permit or to provide any notification required under any Environmental Law or has become subject to any Environmental Liability, and (iiiii) neither the Borrower nor any Subsidiary has received any written notice of any claim with respect claims, actions, suits, or proceedings alleging potential liability or violation of, any Environmental Law, and to any material Environmental Liability Borrower’s knowledge no such claims, actions, suits or proceedings are threatened. (ivb) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would notnot reasonably likely to result in, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. , (i) None none of the properties currently or formerly owned owned, leased or operated by the Borrower or any Loan Party of the Subsidiaries is listed or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitylist; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any no underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by the Borrower or any Loan Party or Restricted Subsidiary in violation of any Environmental Laws the Subsidiaries, or, to the knowledge of any Responsible OfficerBorrower’s knowledge, on any property formerly owned or operated by the Borrower or any Loan Party or Restricted Subsidiaryof its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material in violation of Environmental Law at or on any facility, equipment or property currently owned or operated by the Borrower or any Loan Party or Restricted Subsidiaryof the Subsidiaries; and (iv) to the Borrower’s knowledge, there has been no Release of Hazardous Materials have not been Released, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party the Borrower or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such the Subsidiaries and there has been no Release of Hazardous Materials by the Borrower or any of the Subsidiaries at any other location. (c) To the Borrower’s knowledge, the properties owned, leased or assets to such Liens, except, operated by the Borrower or the Subsidiaries do not contain any Hazardous Materials in the case of clauses amounts or concentrations which (i) through constitute, or constituted a violation of, or (vii) aboverequire remedial action under, as would notEnvironmental Laws, which violations and remedial actions, individually or in the aggregate, are reasonably be expected likely to have result in a Material Adverse Effect. (cd) No Loan Party Neither the Borrower nor any Subsidiary are conducting or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completedfinancing, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, is not reasonably be expected likely to have result in a Material Adverse Effect; and . (e) To the Borrower’s knowledge, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by the Borrower, or any Loan Party or Restricted Subsidiary have been disposed of in a manner compliant with Environmental Law, except to the extent not reasonably expectedlikely to result in, individually or in the aggregate, to have a Material Adverse Effect. (f) Except for environmental provisions contained within leases executed by Borrower or any Subsidiary, and except as would not be reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect, neither the Borrower nor any Subsidiary has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09 or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any of the Loan Party Parties and their Subsidiaries at any other location. (c) The properties owned, leased or Restricted Subsidiary, operated by the Borrower and to the knowledge of Subsidiaries do not contain any Responsible Officer, no actions by any Governmental Authority have been taken Hazardous Materials in amounts or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Restricted Subsidiary Except as specifically disclosed in Schedule 5.09, neither the Borrower nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. Except as disclosed on Schedule 5.08: (a) No Loan Party With respect to properties currently owned or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law operated by any Covenant Entity, or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with the knowledge of any basis for Covenant Entity, any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or property formerly owned or operated by any Loan Party Covenant Entity, no such property is listed or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, list; (b) to the knowledge of any Responsible OfficerCovenant Entity, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (iiA) there are no, or, to the knowledge of any Responsible Officer, no and have never have been any underground or above-ground above‑ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party Covenant Entity or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; Covenant Entity and (iiiB) there is no friable asbestos or friable asbestos-containing asbestos‑containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiaryCovenant Entity; and (ivc) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Covenant Entity on any property currently or to the knowledge of any Covenant Entity formerly owned or operated by any Loan Party or Restricted Subsidiary Covenant Entity in violation excess of any Environmental Lawsthe applicable legal limit; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the each case of clauses (ia), (b) through and (vc) above, as would notother than such matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (cd) (i) No Loan Party or Restricted Subsidiary Covenant Entity is undertaking, and no Loan Party or Restricted Subsidiary nor has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or to the knowledge of any Covenant Entity formerly owned or operated by any Loan Party or Restricted Subsidiary Covenant Entity have been disposed of in a manner not reasonably expectedexpected to result in material liability to any Covenant Entity, in each case of clauses (i) and (ii) above, other than such matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that would reasonably be expected to give rise to liability under any applicable Environmental Laws. (ib) None of the properties currently Facilities contains, or formerly owned has previously contained, any Hazardous Materials at, on or operated by under the Facilities in amounts or concentrations that constitute or constituted a violation of, or would reasonably be expected to give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or Restricted reason to believe that any such notice has been received or has been threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is or was listed pending or, to the knowledge of any the Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge Officers of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, andthreatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the knowledge of Borrower, any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken Facilities or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBusinesses. (cf) No Loan Party There has been no release or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal threat of release of Hazardous Materials at any siteor from the Facilities, location or operation, either voluntarily arising from or pursuant related to the order operations (including, without limitation, disposal) of the Borrower or any Governmental Authority Subsidiary in connection with the Facilities or otherwise in connection with the requirements Businesses, in violation of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled in amounts or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, that could give rise to have a Material Adverse Effectliability under Environmental Laws.

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b) to the Original Credit Agreement or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such its Subsidiaries at any other location. (c) The properties owned, leased or assets to such Liens, except, operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in the case of clauses amounts or concentrations which (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Except as specifically disclosed in Schedule 5.09(d) to the Original Credit Agreement, none of the Loan Party Parties or Restricted Subsidiary their Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries are not aware of any Environmental Liabilities or Restricted Subsidiary (i) has failed to comply in all material respects with applicable claims alleging potential liability or responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notoperations and properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ib) None No property currently or, to the knowledge of the properties currently or Loan Parties, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries, is or was listed or, to the knowledge of any Responsible Officer was the Loan Parties, formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officerthe Loan Parties, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such propertyproperty except (i) with respect to any Unencumbered Eligible Property, as disclosed in each case the Environmental Reports or as could not result in connection with any matter a material Environmental Liability for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; of its Subsidiaries, or (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant with respect to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) aboveproperty, as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) No Hazardous Materials have not been released, discharged or disposed of on, at, under or from (i) any Unencumbered Eligible Property except as disclosed in the Environmental Reports or in a manner, form or amount that could not reasonably be expected to result in a material Environmental Liability for any Loan Party or Restricted Subsidiary any Subsidiary, or (ii) any property (other than an Unencumbered Eligible Property) currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect. (d) Neither any Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law Law, that has could result in a material Environmental Liability for any Loan Party or any of its Subsidiaries, (i) except, with respect to any Unencumbered Eligible Property, as disclosed in the Environmental Reports or, with respect to any such investigation or assessment or remedial or response action initiated after the Closing Date, as disclosed to the Administrative Agent in writing, or (ii) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported with respect to or from, any other property (other than an Unencumbered Eligible Property) either currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been any of its Subsidiaries or any other property to or at which any Loan Party or any of its Subsidiaries has disposed of, transported or arranged for the transportation or disposal of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effectany Hazardous Materials.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental Liability, except, in each case, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly currently, or, to the best knowledge of the Loan Parties, formerly, owned or operated by any Loan Party is listed or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state foreign, state, provincial, municipal or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitylist; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted SubsidiaryParty; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiaryParty; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectParty. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, material liability to have a Material Adverse Effectany Loan Party.

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such its Subsidiaries at any other location. (c) The properties owned, leased or assets to such Liens, except, operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in the case of clauses amounts or concentrations which (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Except as specifically disclosed in Schedule 5.09(d), none of the Loan Party Parties or Restricted Subsidiary their Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that would reasonably be expected to give rise to liability under any applicable Environmental Laws. (ib) None of the properties currently Facilities contains, or formerly owned has previously contained, any Hazardous Materials at, on or operated under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Loan Party Subsidiary in violation of, or Restricted Subsidiary in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is or was listed pending or, to the knowledge of the Responsible Officers of the Borrower, threatened, under any Responsible Officer was proposed for listing on Environmental Law to which the NPL or on the CERCLIS Borrower or any analogous state Subsidiary is or local list at will be named as a party, nor are there any time while such property was owned by such Loan Party orconsent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the knowledge of Borrower, any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken Facilities or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBusinesses. (cf) No Loan Party There has been no release or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal threat of release of Hazardous Materials at any siteor from the Facilities, location or operation, either voluntarily arising from or pursuant related to the order operations (including disposal) of the Borrower or any Governmental Authority Subsidiary in connection with the Facilities or otherwise in connection with the requirements Businesses, in violation of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled in amounts or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, that could give rise to have a Material Adverse Effectliability under Environmental Laws.

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law proceedings against the Borrower or to obtainany of its Subsidiaries alleging liability or responsibility for violation of, maintain or comply with otherwise relating to, any Environmental PermitLaw, (ii) has become subject to any and there is no Environmental Liability, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iiib) has received notice of any claim The Real Property currently owned, leased, licensed, or operated by the Loan Parties and their Subsidiaries are in compliance with respect to any material all Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental LiabilityLaws, except, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as specifically disclosed in Schedule 5.09(b) or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties Real Property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property Real Property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any Real Property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any Real Property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryits Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties its Subsidiaries at any other location. (d) The Real Property owned, leased or assets to such Liens, except, operated by the Loan Parties and their Subsidiaries does not contain any Hazardous Materials in the case of clauses amounts or concentrations which (i) through constitute a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, would reasonably be expected to have result in a Material Adverse Effect. (ce) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property Real Property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner that would not reasonably expectedbe expected to result, individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No Each Loan Party or Restricted and each Subsidiary (i) has failed to comply and their respective operations and properties, are in compliance with all material respects Environmental Laws and have obtained, maintained and are in compliance with applicable Environmental Law or to obtainall permits, maintain or comply with licenses and other approvals as required under any Environmental PermitLaw, (ii) has become subject except to any Environmental Liability, (iii) has received notice of any claim with respect the extent that failure to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as do so would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiary Subsidiaries is or was listed or, to the knowledge of any Responsible Officer was the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of the Borrower, is adjacent to any Responsible Officer, at such property; (ii) none of the Loan Parties has used any time prior to or after such property was owned by such Loan Party, Hazardous Materials and, to the knowledge of any Responsible Officerthe Borrower, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, and never have been any any, underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) none of the Loan Parties has used, and to the knowledge of the Borrower, there is no friable asbestos or friable asbestos-containing material on on, at or in any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) none of the Loan Parties or any of its Subsidiaries has Released and there is, to the knowledge of the Borrower, no threat of Release of any Hazardous Materials and, to the knowledge of the Borrower, Hazardous Materials have not otherwise been ReleasedReleased and there is no threat of Release of Hazardous Materials on, discharged at, under or disposed of on from any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation any of its Subsidiaries, other than any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant exceptions to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to of the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of foregoing clauses (i) through (viv) above, as that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries (i) is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that or (ii) has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored any Hazardous Materials at, or has transported any Hazardous Materials to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed any of in a manner its Subsidiaries, other than exceptions to any of the foregoing clauses (i) or (ii) that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party With respect to properties currently owned or operated by any Nexstar Entity or any of their Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law Subsidiaries, or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with the knowledge of the Borrower and the Parent Guarantors, any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or property formerly owned or operated by any Loan Party Nexstar Entity or any of its Restricted Subsidiary Subsidiaries, no such property is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, list; (b) to the knowledge of any Responsible Officerthe Borrower and the Parent Guarantors, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (iiA) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party Nexstar Entity or any of its Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, Subsidiaries or on any property formerly owned or operated by any Loan Party Nexstar Entity or any of its Restricted Subsidiary; Subsidiaries and (iiiB) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party Nexstar Entity or any of its Restricted SubsidiarySubsidiaries; and (ivc) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party Nexstar Entity or any of its Restricted Subsidiary Subsidiaries in violation excess of any Environmental Lawsthe applicable legal limit; in each case of (a), (b) and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (vc) above, as would notother than such matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (ci) No Loan Party or Restricted Subsidiary Nexstar Entity is undertaking, and no Loan Party or Restricted Subsidiary nor has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party Nexstar Entity or any of its Restricted Subsidiary Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result in material liability to any Nexstar Entity or any of its Restricted Subsidiaries, in each case of clauses (i) and (ii) above, other than such matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable There are no claims under Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Laws against and no Environmental Liability related to the Loan Parties or (iv) has a Responsible Officer with knowledge any of any basis for any material Environmental Liability, except, in each case, as would nottheir Subsidiaries that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectits Subsidiaries. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible OfficerBorrower’s knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any of the Loan Party Parties and their Subsidiaries at any other location. (c) The properties owned, leased or Restricted Subsidiary, operated by the Borrower and to the knowledge of its Subsidiaries do not contain any Responsible Officer, no actions by any Governmental Authority have been taken Hazardous Materials in amounts or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Restricted Subsidiary Neither the Borrower nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings against Parent or any of its Subsidiaries alleging liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b) or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such its Subsidiaries at any other location. (c) The properties owned, leased or assets to such Liens, except, operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in the case of clauses amounts or concentrations which (i) through constitute a violation of; (vii) aboverequire remedial action under; or (iii) could give rise to liability under, as would notEnvironmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, would reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner that would not reasonably expectedbe expected to result, individually or in the aggregate, to have in a Material Adverse Effect. (e) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No Loan Party The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or or, to the best knowledge of the Loan Parties, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is or was listed or, to the best knowledge of any Responsible Officer was the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the best knowledge of any Responsible Officerthe Loan Parties, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or or, to the best knowledge of the Loan Parties, formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liensits Subsidiaries; in each case, except, in the case of clauses (i) through (v) above, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected Law; and, to have a Material Adverse Effect; and the best knowledge of the Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner as would not reasonably expectedbe expected to result in material liability to any Loan Party or any of its Subsidiaries; in each case, except as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Each Loan Party or Restricted Subsidiary (i) has failed to comply and their respective Subsidiaries is in compliance in all material respects with the requirements of all Environmental Laws and all orders, writs, injunctions and decrees applicable to it or to its material properties under Environmental Law, except in such instances in which (a) such requirement of Environmental Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to obtaincomply therewith, maintain either individually or comply with in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each of the Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental PermitLaw on their respective businesses, (ii) operations and properties, and as a result thereof the Borrower has become subject to any reasonably concluded that such Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of their respective Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation Party, any of any Environmental Laws their respective Subsidiaries or, to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of their respective Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of their respective Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets their respective Subsidiaries that in each case referred to such Liens, except, in the case of clauses (i) through (viv) above, as would not, above individually or in the aggregateaggregate has had, or could reasonably be expected to have have, a Material Adverse Effect. (cd) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 Law, in each case that individually or in the aggregate has had, or would could reasonably be expected to have have, a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of their respective Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in liability to any Loan Party or in the aggregate, any of their respective Subsidiaries that could reasonably be expected to have a Material Adverse Effect. (e) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority under any Environmental Law, by or against any Loan Party or any of its Subsidiaries or against any of their properties, either individually or in the aggregate, in respect of which there is a reasonable possibility of an adverse determination and which, if determined adversely, could reasonably be expected to have a Material Adverse Effect. Notwithstanding anything set forth in this Agreement or any other Loan Document to the contrary, the representations and warranties set forth in this Section 5.09 are the sole representations and warranties in any Loan Document with respect to environmental matters, including those relating to Environmental Laws or Hazardous Materials.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries have conducted in connection with the Transaction a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ia) None Except as listed on Schedule 5.09, none of the properties currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerLoan Party, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws or, its Subsidiaries; to the knowledge of any Responsible OfficerLoan Party, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries except as is otherwise in compliance with applicable Environmental Law; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Loan Party or, to the knowledge of any Loan Party, by any other Person on any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liensits Subsidiaries, except, in the case of clauses (i) through (v) above, except as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (cb) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Except as specifically disclosed in Schedule 5.09, no Loan Party or Restricted any Subsidiary thereof (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental Liability, except, in each case, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None To the knowledge of the Loan Parties, except as otherwise set forth in Schedule 5.09, none of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, thereof or on any property formerly owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectthereof. (c) No Except as otherwise set forth on Schedule 5.09, no Loan Party or Restricted any Subsidiary thereof is undertaking, and no Loan Party or Restricted any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 which investigation, assessment or other action has disclosed any material concern as existing or would reasonably be expected to have a Material Adverse Effectpotential violations of Environmental Laws; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof have been disposed of of, are stored or used in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany Subsidiary thereof.

Environmental Compliance. (a) No Loan Party Except as otherwise set forth in Schedule 5.09 or Restricted Subsidiary (i) has failed as could not reasonably be expected to comply have a Material Adverse Effect, the Borrowers and their Subsidiaries operate their respective businesses and properties in all material respects compliance with applicable Environmental Law Laws and Environmental Permits and none of the Borrowers or to obtain, maintain or comply with any Environmental Permit, (ii) has become their Subsidiaries are subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as otherwise set forth in Schedule 5.09 or as could not reasonably be expected to have a Material Adverse Effect, (i) None none of the properties currently or or, to the knowledge of any Borrower, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerBorrower, there are and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible OfficerBorrower, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries that, in either case would require any material reporting, investigation, assessment, remediation or response action; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries that is not being maintained in material compliance with applicable Environmental Laws or requires abatement or removal; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or to the knowledge of any Borrower formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties its Subsidiaries in a manner or assets to such Liensquantity that would require any material reporting, exceptinvestigation, in the case of clauses assessment, remediation or response action. (ic) through (v) above, Except as would not, individually otherwise set forth on Schedule 5.09 or in the aggregate, as could not reasonably be expected to have a Material Adverse Effect. (c) No , neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any material investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner that could not reasonably expected, individually be expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries are not aware of any Environmental Liabilities or Restricted Subsidiary (i) has failed to comply in all material respects with applicable claims alleging potential liability or responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notoperations and properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ib) None No property currently or, to the knowledge of the properties currently or Loan Parties, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries, is or was listed or, to the knowledge of any Responsible Officer was the Loan Parties, formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officerthe Loan Parties, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such propertyproperty except (i) with respect to any Unencumbered Eligible Property, as disclosed in each case the Environmental Reports or as could not result in connection with any matter a material Environmental Liability for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; of its Subsidiaries, or (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant with respect to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) aboveproperty, as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) No Hazardous Materials have not been released, discharged or disposed of on, at, under or from (i) any Unencumbered Eligible Property except as disclosed in the Environmental Reports or in a manner, form or amount that could not reasonably be expected to result in a material Environmental Liability for any Loan Party or Restricted Subsidiary any Subsidiary, or (ii) any property (other than an Unencumbered Eligible Property) currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect. (d) Neither any Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law Law, that has could result in a material Environmental Liability for any Loan Party or any of its Subsidiaries, (i) except, with respect to any Unencumbered Eligible Property, as disclosed in the Environmental Reports or, with respect to any such investigation or assessment or remedial or response action initiated after the Restatement Effective Date, as disclosed to the Administrative Agent in writing, or (ii) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported with respect to or from, any other property (other than an Unencumbered Eligible Property) either currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been any of its Subsidiaries or any other property to or at which any Loan Party or any of its Subsidiaries has disposed of, transported or arranged for the transportation or disposal of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effectany Hazardous Materials.

Environmental Compliance. Except as disclosed in Schedule 5.09: (a) No Loan Party There are no pending or, to the knowledge of the Borrower, threatened or Restricted Subsidiary (i) has failed to comply in all material respects with applicable contemplated claims or notices against the Borrower or any of its Subsidiaries alleging potential liability under, or responsibility for violation of, any Environmental Law or relating to obtaintheir respective businesses, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notoperations and properties that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Borrower, (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws or, to the knowledge of any Responsible Officer, its Subsidiaries or on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries except for such releases, discharges or disposal that were in violation of any compliance with Environmental Laws; and . (vc) to the knowledge of The Properties do not contain any Responsible Officer, there are no pending Hazardous Materials in amounts or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, individually or Environmental Laws, which violations, remedial actions and liabilities, in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Restricted Subsidiary Neither the Borrower nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or investigation, remediation, mitigation, removal, assessment or remedial remedial, response or response corrective action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or would remediation or mitigation or removal or assessment or remedial, response or corrective action that, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in liability to any Loan Party or any of its Subsidiaries that could reasonably be expected to result in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party The Companies conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof Borrower has reasonably concluded that, except as specifically disclosed in Schedule 6.09, such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed on Schedule 6.09, after due inquiry and investigation in accordance with good commercial or customary practices to determine whether contamination is present on any Unencumbered Property or elsewhere in connection with any activity on any Unencumbered Property, without regard to whether Administrative Agent or any Lender has or hereafter obtains any knowledge or report of the environmental condition of any Unencumbered Property: (i) None during the period of the properties currently applicable Company’s ownership of each Unencumbered Property, such Unencumbered Property has not been used for industrial or formerly owned manufacturing purposes, for landfill, dumping or operated by other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling or disposal of any Loan Party Hazardous Material, for underground or Restricted Subsidiary is aboveground storage tanks, or was listed or, for any other use that could give rise to the knowledge release of any Responsible Officer was proposed Hazardous Material on such Unencumbered Property in violation of applicable Laws and for listing on the NPL which all removal or on the CERCLIS or any analogous state or local list at any time while remedial action required under applicable Laws has been completed and/or is being undertaken pursuant to applicable Laws; to each Company’s knowledge, no such property was owned by such Loan Party or, to the knowledge use of any Responsible Officer, Unencumbered Property occurred at any time prior to or after the period of the applicable Company’s ownership of such Unencumbered Property; and to each Company’s knowledge, no such use on any adjacent property was owned by such Loan Party, and, occurred at any time prior to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitydate hereof; (ii) to each Company’s knowledge, there are nois no Hazardous Material, orstorage tank (or similar vessel) whether underground or otherwise, to the sump or well currently on any Unencumbered Property in violation of applicable Laws; (iii) no Company has received any notice or has any knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks Environmental Claim or any surface impoundmentscompleted, septic tanks, pits, sumps pending or lagoons in which proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Materials are being or have been treated, stored or disposed Material on any Unencumbered Property or any adjacent property currently owned or operated by concerning whether any Loan Party condition, use or Restricted Subsidiary activity on any Unencumbered Property or any adjacent property is in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiaryRequirement for which known liabilities remain outstanding; (iv) Hazardous Materials have the present conditions, uses and activities on each Unencumbered Property do not violate any Environmental Requirement and the use of each Unencumbered Property which the applicable Company (and each tenant and subtenant, if any) makes and intends to make of each Unencumbered Property complies and will comply with all applicable Environmental Requirements; (v) no Unencumbered Property appears on and to each Company’s knowledge has never been Releasedon the National Priorities List, discharged any federal or disposed state “superfund” or “superlien” list, or any other list or database of on any property currently or formerly owned or operated properties maintained by any Loan Party local, state or Restricted Subsidiary in violation federal agency or department showing properties which are known to contain or which are suspected of any Environmental Lawscontaining a Hazardous Material; and (vvi) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, Company has ever applied for and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action denied environmental impairment liability insurance coverage relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse EffectUnencumbered Property.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None To the Loan Parties’ knowledge, none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property; to the Loan Parties’ knowledge, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and to the Loan Parties’ knowledge, Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectits Subsidiaries. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No To the knowledge of the Loan Party Parties, the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would operations and properties could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL National Priorities List under CERCLA or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party orlist, the effect of which has had or could reasonably be expected to have a Material Adverse Effect; to the knowledge of any Responsible Officerthe Loan Parties, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted any Subsidiary, the effect of which has had or could reasonably be expected to have a Material Adverse Effect; (iii) to the knowledge of the Loan Parties, there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted any Subsidiary, the effect of which has had or could reasonably be expected to have a Material Adverse Effect; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge effect of any Responsible Officer, no actions by any Governmental Authority have been taken which has had or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted nor any Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 Law, the effect of which has had or would could reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or any Restricted Subsidiary thereof (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as otherwise set forth in Schedule 5.09, (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, of the Loan Parties on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officerof the Loan Parties, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property Real Estate or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the best of the knowledge of any Responsible Officerof the Loan Parties, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Except as otherwise set forth on Schedule 5,09, no Loan Party or any Restricted Subsidiary thereof is undertaking, and no Loan Party or any Restricted Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any Restricted Subsidiary thereof have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party Except as disclosed in Schedule 5.08, there are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings pending against the Borrower or any of its Subsidiaries alleging liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as disclosed in Schedule 5.08 or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently currently, or formerly owned to the knowledge of the Borrower, formerly, owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any no underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerthe Borrower, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently currently, or formerly owned to the knowledge of the Borrower, formerly, owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such its Subsidiaries at any other location. (c) Except as disclosed in Schedule 5.08, the properties owned, leased or assets to such Liens, except, operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in the case of clauses amounts or concentrations which (i) through constitute a violation of; (vii) aboverequire remedial action under; or (iii) could give rise to liability under, as would notEnvironmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, would reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Restricted Subsidiary is undertakingExcept as disclosed in Schedule 5.08, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner that would not reasonably expectedbe expected to result, individually or in the aggregate, to have in a Material Adverse Effect. (e) Except as disclosed in Schedule 5.08, except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any Environmental Permitoperations and properties, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has and as a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as result thereof the Borrowers have reasonably concluded that such claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is or was listed or, to the knowledge of any Responsible Officer was proposed Loan Party proposed, for listing on the NPL or on the CERCLIS or any analogous state foreign, state, provincial, territorial or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, and to the knowledge of any Responsible OfficerLoan Party, never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible OfficerLoan Party, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries except, in each case of this clause (ii), in material compliance with Environmental Law or otherwise known to applicable regulatory authorities and subject to (and in compliance with) the direction of applicable regulatory authorities in connection with remedial measures or as otherwise would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries where, given the condition of such asbestos or asbestos-containing material, there is a present obligation to remove such material under Environmental Law and such obligation or any failure to comply therewith would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of its Subsidiaries except in material compliance with Environmental Law or otherwise known to applicable regulatory authorities and subject to (and in compliance with) remedial measures or the assumption of indemnity obligations by such properties authorities or assets to such Liens, except, in the case of clauses (i) through (v) above, as otherwise would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (c) No . Except as would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or Restricted Subsidiary Party, nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completedundertaken, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials Release 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to The on-going operations of the Borrower and each of its Subsidiaries, after the Closing Date, comply in all material respects with applicable all Environmental Law or to obtainLaws, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would except such non-compliance that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically identified on Schedule 5.09, none of the Borrower or any of its Subsidiaries or any of their present property or operations: (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent subject to any such property, in each case in connection outstanding written order from or agreement with any matter for which any Loan Party Governmental Authority or Restricted Subsidiary would have any material Environmental Liabilityother Person; or (ii) there are no, or, to the knowledge best of the Borrower’s knowledge, is subject to any Responsible Officer, never have been any underground judicial or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of docketed administrative proceeding respecting any Environmental Laws orLaw, to Environmental Claim or Hazardous Material. (c) To the knowledge best of any Responsible Officerthe Borrower’s knowledge, except as specifically identified on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible OfficerSchedule 5.09, there are no pending conditions or threatened Liens under or pursuant circumstances relating to any applicable Environmental Laws on any real property of the Borrower or other assets owned its Subsidiaries, or leased by any Loan Party arising from operations of the Borrower or Restricted Subsidiary, and its Subsidiaries conducted prior to the knowledge of any Responsible OfficerClosing Date that, no actions by any Governmental Authority have been taken or are in process which would subject any of together with all other such conditions and circumstances relating to all other properties or assets and operations, may give rise to such LiensEnvironmental Claims with a potential liability as to the Borrower and its Subsidiaries, except, in the case of clauses (i) through (v) above, as would not, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. . Notwithstanding the foregoing, (ci) No Loan Party neither the Borrower nor any of its Subsidiaries has any underground storage tanks (x) that are not properly registered or Restricted Subsidiary is undertaking, and no Loan Party permitted under applicable Environmental Laws or Restricted Subsidiary has completed, either individually (y) that are leaking or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal disposing of Hazardous Materials at off-site; (ii) the Borrower and its Subsidiaries have notified all of their employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under all applicable Environmental Laws, and (iii) no Hazardous Materials have been Released at, on or under any site, location facility or operationvessel now or previously owned, either voluntarily operated or pursuant to leased by the order Borrower or any of any Governmental Authority or the requirements of any Environmental Law its Subsidiaries that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. (d) To the best of the Borrower’s knowledge, except as specifically identified on Schedule 5.09, the Borrower has not received any oral or written notification of a Release of a Hazardous Material, and no site, facility or vessel now or previously owned, operated or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing on any federal or state list of sites requiring investigation or clean-up.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects Except as set forth on Schedule 6.20 and with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notsuch exceptions as, individually or in the aggregate, would not reasonably be expected to have a Material Materially Adverse Effect.: (i) None (A) the business of the properties currently or formerly Loan Parties and their Restricted Subsidiaries is in compliance with all applicable Environmental Laws; and (B) all real property owned or operated by any the Loan Party or Parties and their Restricted Subsidiary Subsidiaries is or was listed or, in compliance with all applicable Environmental Laws; (ii) (A) to the knowledge of the Loan Parties, there are no underground storage tanks on any Responsible Officer was proposed for listing on of the NPL or on real property owned by the CERCLIS Loan Parties or any analogous state or local list at any time while such property was owned by such Loan Party orof their Restricted Subsidiaries, and (B) to the knowledge of the Loan Parties, no Hazardous Materials have been spilled or released in, on or under any Responsible Officer, at any time prior to or after such of the real property was owned by such the Loan PartyParties or any of their Restricted Subsidiaries in an amount that would trigger a reporting or remediation obligation under current Environmental Laws; (iii) none of the Loan Parties or their Restricted Subsidiaries have received any written notice, andorder, to the knowledge of directive, claim or demand from any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent Governmental Authority with respect to any such property, in each case in connection with any matter for which any Loan Party actual or Restricted Subsidiary would have any material potential liability under Environmental Liability; (ii) there are no, or, to Laws on the knowledge part of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation connection with the business of the Loan Parties and their Restricted Subsidiaries that remains outstanding; (iv) to the knowledge of the Loan Parties, none of the Loan Parties, their Restricted Subsidiaries nor any Environmental Laws of their respective predecessors is currently in any negotiations with any person that would require, and agreements or undertakings with any Person that require, the cleanup of Hazardous Materials on the real property or any third party site by the Loan Parties and their Restricted Subsidiaries; (v) no Hazardous Materials generated by the Loan Parties or their Restricted Subsidiaries in connection with the business of the Loan Parties or their Restricted Subsidiaries are the subject of a written claim or demand from any third party; (vi) no actions or proceedings are pending or, to the knowledge of the Company, threatened, to revoke, modify or terminate any Responsible Officer, on any property formerly owned permit issued to the Loan Parties or operated by any Loan Party or their Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Subsidiaries under Environmental Laws; and and (vvii) with respect to the knowledge business of the Loan Parties and their Restricted Subsidiaries, neither the Borrower nor the Loan Parties nor their Restricted Subsidiaries are the subject of any Responsible Officeroutstanding written notice, there are no pending order or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together claim with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or other Person relating to the requirements business of any the Loan Parties and their Restricted Subsidiaries regarding Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse EffectLaws.

Environmental Compliance. (a) No Except as specifically disclosed in Schedule 3.09, no Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under applicable Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 3.09, (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was or proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the best of the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Except as specifically disclosed in Schedule 3.09, no Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or any Restricted Subsidiary thereof (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any reasonable basis for any material Environmental Liability, except, in each case, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Loan Parties: (i) None none of the properties currently or formerly owned or operated by any Loan Party or any Restricted Subsidiary thereof is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed by any Loan Party or any Restricted Subsidiary thereof on any property currently owned or operated by any Loan Party or any Restricted Subsidiary in violation of any Environmental Laws thereof or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Loan Party or any Restricted Subsidiary thereof on any property currently or formerly owned or operated by any Loan Party or any Restricted Subsidiary in violation of any Environmental Laws; and thereof. (vc) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, Except as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No , no Loan Party or any Restricted Subsidiary thereof is undertaking, and no Loan Party or any Restricted Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported by any Loan Party or any of its Restricted Subsidiaries to or from, any property currently or formerly owned or operated by any Loan Party or any Restricted Subsidiary thereof have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and any Subsidiary of any Borrower or Restricted Subsidiary Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (iwhether or not owned by it) has failed to comply in all material respects with any manner which at any time violates in any respect any applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) except where such violation has become subject not had and could not be reasonably expected to have a Material Adverse Effect, and the operations of Borrowers, Guarantors and any Environmental Liability, (iii) has received notice Subsidiary of any claim Borrower or Guarantor complies in all respects with respect all Environmental Laws and all Permits, except where the failure to any material Environmental Liability or (iv) so comply has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, not had and could not be reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, Except as set forth on Schedule 8.8 to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible OfficerInformation Certificate, there are has been no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions investigation by any Governmental Authority have been taken or are any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of any Borrower’s or Guarantor’s knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter in process each case which would subject any of such properties has had or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, could be reasonably be expected to have a Material Adverse Effect. (c) No Loan Party Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and their Subsidiaries have no liability (contingent or Restricted Subsidiary is undertakingotherwise) in connection with a release, and no Loan Party spill or Restricted Subsidiary has completeddischarge, either individually threatened or together with other potentially responsible partiesactual, of any investigation Hazardous Materials or assessment or remedial or response action relating to any actual or threatened Releasethe generation, discharge use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at any site, location which liability has had or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would could be reasonably be expected to have a Material Adverse Effect; . (d) Borrowers, Guarantors and their Subsidiaries have all Permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all Hazardous Materials generatedof such licenses, usedcertif­icates, treated, handled approvals or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of similar authorizations and other Permits are valid and in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effectfull force and effect.

Environmental Compliance. (a) No Loan Party Except as specifically disclosed in Schedule 5.09 or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notmatters, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.: (a) the Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not reasonably be expected to result in an Environmental Liability; (i) None none of the properties currently or or, to the best knowledge of Holdings and the Borrower, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was formally proposed for listing on the NPL or on the CERCLIS or any analogous state foreign, state, provincial, territorial or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitylist; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries, in each case except in compliance with all applicable Environmental Laws; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; any of its Subsidiaries, in each case except in compliance with all applicable Environmental Laws, and (iv) there has been no Release of Hazardous Materials have not been Releasedon, discharged at, under or disposed of on from any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.result in an Environmental Liability; and (c) No neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the knowledge of Holdings and the Borrower, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse Effectan Environmental Liability.

Environmental Compliance. (a) No Loan Party Except as otherwise set forth in Schedule 5.09 or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. : (i) None the Borrower and its respective Subsidiaries, including their respective operations and properties, are in compliance with all Environmental Laws and possess and are in compliance with all Environmental Permits;(ii) neither the Borrower nor any of its Subsidiaries has received any written notices or claims relating to any Environmental Liability of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS Borrower or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or its Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental LiabilitySubsidiaries; (iiiii) there are no, or, to the knowledge of any Responsible Officer, no and have never have been any underground or above-above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Borrower or any Loan Party or of its Restricted Subsidiary in violation of any Environmental Laws Subsidiaries or, to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by the Borrower or any Loan Party of its Restricted Subsidiaries in a condition that requires remedial or Restricted Subsidiaryresponse action under any Environmental Law; (iii) there is no friable asbestos or friable asbestos-containing material in a condition that violates any Environmental Law on any property currently owned or operated by any Loan Party or any of its Restricted SubsidiarySubsidiaries; (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by the Borrower or any Loan Party of its Restricted Subsidiaries in a condition that requires remedial or Restricted Subsidiary in violation of response action under any Environmental LawsLaw; and (v) to neither the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject Borrower nor any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or its Restricted Subsidiary Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and (vi) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by the Borrower or any Loan Party or of its Restricted Subsidiary Subsidiaries have been disposed of in a manner that would not reasonably expectedexpected to result in liability to any Loan Party and (viii) to the knowledge of any Loan Party, individually there are no facts, circumstances, conditions or occurrences which are expected to result in any Environmental Liability of the aggregate, to have a Material Adverse EffectBorrower or any of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted any Subsidiary thereof (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental Liability, except, in each case, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None Except as otherwise set forth in Schedule 5.09, to the knowledge of the Loan Parties, none of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state foreign, state, provincial, municipal or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws thereof or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectthereof. (c) No Except as otherwise set forth on Schedule 5.09, no Loan Party or Restricted any Subsidiary thereof is undertaking, and no Loan Party or Restricted any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany Subsidiary thereof.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or or, to the Loan Parties’ knowledge, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, no and to the knowledge of any Responsible Officer, the Loan Parties and their Subsidiaries never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on on, at or in any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (iv) and Hazardous Materials have not been ReleasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties its Subsidiaries in a manner, form or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, amount which could reasonably be expected to have a Material Adverse Effect. (cb) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would which could reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner which could not reasonably expectedexpected to result in a Material Adverse Effect. (c) The Loan Parties and their respective Subsidiaries: (i) are, individually 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 of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) to the aggregateextent within the control of the Loan Parties and their respective Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any additional Environmental permits that may be required of any of them will be timely obtained and complied with, without material expense, and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense, in each case except where the failure to so comply, hold, renew or maintain could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No The Loan Party Parties and their Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL National Priorities List under CERCLA or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officerthe Borrower, on any property formerly owned or operated by any Loan Party or Restricted any Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted any Subsidiary; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted nor any Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany Subsidiary.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to The operations and properties of FOC and its Subsidiaries comply in all material respects with all applicable Environmental Law Laws and Environmental Permits, all past noncompliance with such Environmental Laws and Environmental Permits has been resolved without material ongoing obligations or costs, and no circumstances exist that could reasonably be expected to obtain(i) form the basis of an Environmental Proceeding against FOC or any Subsidiary, maintain or comply with any Environmental Permitproperty thereof, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, that could reasonably be expected to have a Material Adverse EffectEffect or (ii) cause any such property to be subject to any restriction on ownership, occupancy, use or transferability under any Environmental Law. (ib) None of the properties currently or formerly owned or operated by FOC or any Loan Party or Restricted Subsidiary is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, on the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”) maintained by the U.S. Environmental Protection Agency or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there except that the Cheyenne Refinery and the El Dorado Refinery are nolisted on CERCLIS. There are not now, or, and to the best knowledge of any Responsible Officer, each of the Borrower and FOC never have been been, any underground or above-ground aboveground storage tanks tanks, or any surface impoundments, septic tanks, pits, sumps or lagoons lagoons, in which any Hazardous Materials are Material is being or have has been treated, stored or disposed of on any property currently owned or operated by FOC or any Loan Party or Restricted Subsidiary Subsidiary, in violation of each case in any manner not in material compliance with all applicable Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there Laws. There is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by FOC or any Loan Party or Restricted Subsidiary; (iv) , except in material compliance with all applicable Environmental Laws. No Hazardous Materials have not Material has been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by FOC or any Loan Party or Restricted Subsidiary Subsidiary, except in violation of any material compliance with all applicable Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Neither FOC nor any Subsidiary is undertaking, and no Loan Party engaged in or Restricted Subsidiary has completed, either individually or together with any other potentially responsible partiesparty, any investigation or investigation, assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of any Hazardous Materials Material at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority Person or the requirements of any Environmental Law Law, in any case that has or would could reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by FOC or any Loan Party or Restricted Subsidiary have been disposed of in a manner that could not reasonably expected, individually be expected to result in material liability to FOC or in the aggregate, to have a Material Adverse Effectany Subsidiary.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary The Leased Real Property and all operations and activities conducted thereon by Seller (iincluding the Business) has failed are, and at all times during possession thereof by Seller, have been, and to comply Seller's Knowledge at all times prior to Seller's possession thereof were, in material compliance with all material respects with applicable Environmental Law Requirement, except as would not result in a Material Adverse Effect; (b) No Hazardous Material has ever been generated, manufactured, refined, used, transported, treated, stored, handled, disposed, transferred, produced, or processed by Seller at or on the Leased Real Property, except as permitted under applicable law or would not result in a Material Adverse Effect; (c) To Seller's Knowledge, there are no existing or potential Environmental Claims relating to obtainthe Leased Real Property; and to Seller's Knowledge has not received any notification or knowledge of alleged, maintain actual, or comply with potential responsibility under Environmental Requirements for any Environmental Permitdisposal, (ii) has become subject to release, or threatened release at any Environmental Liability, (iii) has received notice location of any claim with respect to any material Environmental Liability Hazardous Material generated at or (iv) has a Responsible Officer with knowledge transported from the Leased Real Property by or on behalf of any basis for any material Environmental Liability, except, Seller which would not result in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (id) None of To Seller's Knowledge, no underground storage tank or other underground storage receptacle (or associated equipment or piping) for Hazardous Materials is currently located on the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed orLeased Real Property, to the knowledge and there have been no releases of any Responsible Officer was proposed for listing on the NPL Hazardous Materials from any such underground storage tank or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, related piping at any time prior to the Closing; and there have been no releases (i.e., any past or after such property was owned present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping) of Hazardous Materials at, on, to, or from the Leased Real Property. (e) To Seller's Knowledge, there are no PCBs or friable asbestos located at or on the Leased Real Property. (f) To Seller's Knowledge, no lien or other encumbrance has been imposed on the Leased Real Property by such Loan Partyany federal, andstate, local or foreign governmental agency or authority due to either the knowledge presence of any Responsible Officer, no property currently owned Hazardous Material on or operated by any Loan Party off the Leased Real Property or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in a violation of any Environmental Laws or, Requirement. (g) Seller has not received any notices issued pursuant to the knowledge citizen's suit provision of any Responsible OfficerEnvironmental Requirement relating to the Leased Real Property or any facility or operations thereon. (h) Seller has not received any request for information, on notice, demand, letter, administrative inquiry, or formal or informal complaint, or claim with respect to any property formerly owned Environmental Conditions or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) Requirement relating to the knowledge of Leased Real Property or any Responsible Officer, there are no pending facility or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectoperations thereon. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No None of the Loan Party Parties or Restricted Subsidiary any of their respective Subsidiaries: (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received written or, to the knowledge of any Loan Party, verbal notice of any pending or, to the knowledge of the Loan Parties, threatened claim or other proceeding with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental LiabilityLiability of any Loan Party or any of their respective Subsidiaries, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) None none of the properties currently or or, to the knowledge of the Loan Parties, formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officerthe Loan Parties, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or formerly owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws or, its Subsidiaries; (iii) to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) to the knowledge of the Loan Parties, Hazardous Materials have not been Released, discharged or disposed of and are not otherwise present on any property currently or formerly owned formerly, owned, leased or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectits Subsidiaries. (c) No (i) Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or except as would not reasonably be expected to have to, individually or in the aggregate, result in a Material Adverse Effect; and (ii) to the knowledge of the Loan Parties, all generation, use, treatment, handling or storage of Hazardous Materials generated, used, treated, handled or stored at, or transported transportation of Hazardous Materials to or from, any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries, and all such activities by the Loan Parties and their Subsidiaries at any location, have been disposed of done in a manner which would not reasonably expectedbe expected to, individually or in the aggregate, to have result in a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to The operations and properties of each Obligor and each of its Subsidiaries comply in all material respects with all applicable Environmental Law Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that would be reasonably likely to obtain, maintain (A) form the basis of an Environmental Action against any Obligor or comply with any Environmental Permit, (ii) has become subject to of its Subsidiaries or any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as their properties that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Effect or (iB) None of the properties currently or formerly owned or operated by cause any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent be subject to any such propertyrestrictions on ownership, in each case in connection with occupancy, use or transferability under any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there Law. There are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party Obligor or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge best of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party Obligor or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party Obligor or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party Obligor or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case its Subsidiaries. Neither any Obligor nor any of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority governmental or regulatory authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party Obligor or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Obligor or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. , (i) None the Company and each Subsidiary have been and are in compliance with applicable Environmental Laws (as defined below), (ii) neither the Company nor any Subsidiary nor, to the knowledge of the Offerors, any other owners of any of the real properties currently or formerly owned previously owned, leased or operated by the Company or any Loan Party Subsidiary (the “Properties”) at any time or Restricted any other party, has at any time released (as such term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous Materials (as defined below) on, to, in, under or from the Properties, (iii) neither the Company nor any Subsidiary is intends to use or was listed will use the Properties or any subsequently acquired properties, other than in compliance with applicable Environmental Laws, (iv) neither the Company nor any Subsidiary has received any notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law with respect to the Properties, or their respective assets or arising out of the conduct of the Company or any Subsidiary, (v) none of the Properties are included or, to the knowledge of any Responsible Officer was the Offerors, proposed for listing inclusion, on the NPL or on National Priorities List issued pursuant to CERCLA by the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party United States Environmental Protection Agency or, to the knowledge of the Offerors, proposed for inclusion on any Responsible Officer, at similar list or inventory issued pursuant to any time prior to other Environmental Law or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated issued by any Loan Party or Restricted Subsidiary is adjacent to other Governmental Entity, (vi) none of the Company, any such propertySubsidiary, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, of their respective agents or, to the knowledge of the Offerors, any Responsible Officerother person or entity for whose conduct any of them is or may be held responsible, never have been any underground or above-ground storage tanks or any surface impoundmentshas generated, septic tanksmanufactured, pitsrefined, sumps or lagoons in which Hazardous Materials are being or have been transported, treated, stored stored, handled, disposed, transferred, produced or disposed processed any Hazardous Material at any of the Properties, except in compliance with all applicable Environmental Laws, and has not transported or arranged for the transport of any Hazardous Material from the Properties to another property, except in compliance with all applicable Environmental Laws, (vii) no lien has been imposed on any property currently owned or operated the Properties by any Loan Party Governmental Entity in connection with the presence on or Restricted Subsidiary in violation off such Property of any Environmental Laws orHazardous Material, and (vii) neither the Company nor any Subsidiary nor, to the knowledge of the Offerors, any Responsible Officerother person or entity for whose conduct the Company or any Subsidiary is or may be held responsible, on has entered into or been subject to any property formerly owned consent decree, compliance order, or operated administrative order with respect to the Properties or any facilities or improvements or any operations or activities thereon. (b) As used herein, “Hazardous Materials” shall include, without limitation, any flammable materials, explosives, radioactive materials, hazardous materials, hazardous substances, hazardous wastes, toxic substances or related materials, asbestos, petroleum, petroleum products and any hazardous material as defined by any Loan Party federal, state or Restricted Subsidiary; local environmental law, statute, ordinance, rule or regulation, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§9601-9675 (iii“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§5101-5127, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§11001-11050, the Toxic Substances Control Act, 15 U.S.C. §§2602-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§136-136y, the Clean Air Act, 42 U.S.C. §§7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§1251-1387, the Safe Drinking Water Act, 42 U.S.C. §§300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. §§651-678, and any analogous state laws, as any of the above may be amended from time to time and in the regulations promulgated pursuant to each of the foregoing (including environmental statutes and laws not specifically defined herein) there is no friable asbestos (individually, an “Environmental Law” and collective, the “Environmental Laws”) or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; Governmental Entity. (ivc) Hazardous Materials have not been ReleasedIn the ordinary course of their respective businesses, discharged or disposed the Company and each Subsidiary periodically review the effect of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiarytheir respective businesses, operations and properties, and periodically identify and evaluate associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any basis of such properties or assets to reviews and the amount of their respective established reserves, the Company has reasonably concluded that such Liens, except, in the case of clauses (i) through (v) above, as associated costs and liabilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party The Borrower and its Restricted Subsidiaries are in compliance with all applicable Environmental Laws, and have no liability under any Environmental Laws, except for such non-compliance or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Borrower and its Restricted Subsidiary Subsidiaries hold all Environmental Permits (each of which is in full force and effect) necessary for the operation of its business and for the use of any property owned, leased, or otherwise operated by them, except where the failure to hold any such Environmental Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) There (i) has failed are no pending or, to comply in all material respects with applicable Environmental Law the knowledge of the Borrower, threatened, claims against the Borrower or to obtain, maintain or comply with any Restricted Subsidiary under any Environmental PermitLaws, and, (ii) has become subject to neither the Borrower nor any Environmental Liability, (iii) Restricted Subsidiary has received any written notice of any claim alleged non-compliance with respect to any material applicable Environmental Liability Laws or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, exceptPermits which, in each case, as would notwould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party or any of its Restricted Subsidiary Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at list; (ii) no Hazardous Materials have been treated, stored, disposed or released on any time while such property was owned by such Loan Party or, currently (or to the best knowledge of any Responsible Officerthe Loan Parties, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently formerly) owned or operated by any Loan Party or any of its Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental LiabilitySubsidiaries; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; and (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, exceptits Restricted Subsidiaries which, in the case of the preceding clauses (iii) through and (viii) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ce) No Neither any Loan Party nor any of its Restricted Subsidiaries is undertaking or Restricted Subsidiary is undertakingsubject to a requirement or demand to undertake any investigation, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant ; and to the order knowledge of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Borrower, no Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiary Subsidiaries have been disposed of in a manner not reasonably expectedwhich, in each case, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any material unresolved Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly owned or operated by any Loan Party is listed or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, list; to the knowledge of any Responsible OfficerLoan Parties, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted SubsidiaryParty; (iii) to the knowledge of Loan Parties, there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiaryParty; (iv) and to the knowledge of Loan Parties, Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectParty. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would be reasonably be expected to have 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 formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or expected to result in the aggregate, to have a Material Adverse EffectEffect to any Loan Party.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary Except for Disclosed Matters, (i) has failed the Borrowers and their Subsidiaries have, obtained, or made timely application for, all permits, certificates, licenses, approvals, registrations and other authorizations (collectively “Permits”) which are required under all applicable Environmental Laws and are necessary for their operations and are in compliance with the terms and conditions of all such Permits, except where the failure to obtain such Permits or to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as their terms would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; (iii) None no notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to the Borrowers’ knowledge, threatened by any governmental entity or other Person with respect to any (A) alleged violation by the Borrowers or any Subsidiary of any Environmental Law, (B) alleged failure by the Borrowers or any Subsidiary to have any Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, (C) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials or (D) release of Hazardous Materials, except where such event or events would not have, individually or in the aggregate, a Material Adverse Effect; (iii) to the knowledge of the properties currently Borrowers, all oral or formerly written notifications of a release of Hazardous Materials required to be filed under any applicable Environmental Law have been filed or are in the process of being filed by or on behalf of the Borrowers or any Subsidiary; (iv) no property now owned by the Borrowers or any Subsidiary and, to the knowledge of the Borrowers, no such property previously owned or operated by now or previously leased or any Loan Party property to which the Borrowers or Restricted any Subsidiary has, directly or indirectly, transported or arranged for the transportation of any Hazardous Materials, is listed or, to the Borrowers’ knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or was listed CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement actions or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on Borrowers, other investigations which may lead to claims against the CERCLIS Borrowers or any analogous state Subsidiary for clean-up costs, remedial work, damage to natural resources or local list at any time while personal injury claims, including, but not limited to, claims under CERCLA, except where such property was owned by such Loan Party orlistings or investigations would not have, to individually or in the knowledge of any Responsible Officeraggregate, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; a Material Adverse Effect; (iiv) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by the Borrowers or any Loan Party or Restricted Subsidiary, and no government actions have been taken or, to the knowledge of any Responsible Officerthe Borrowers, no actions by any Governmental Authority have been taken or are in process which would could subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (cb) No Loan Party or Restricted Subsidiary is undertakingFor purposes of this Section, the terms “Borrowers” and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.“

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtainthat could, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any Environmental Laws; of the Loan Parties and their Subsidiaries at any other location. (vc) to the knowledge of any Responsible OfficerThe properties owned, there are no pending leased or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased operated by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties its Subsidiaries do not contain any Hazardous Materials in amounts or assets to such Liens, except, in the case of clauses concentrations which (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could reasonably be expected to give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, either individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for such investigation or would assessment or remedial or response action that, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, either individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) No There are no actions, suits, proceedings, demands or claims alleging potential liability or responsibility for violation of, or liability under, any Environmental Law received by, and relating to businesses, operations or properties of, any Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notits Subsidiaries that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) None none of the properties currently or or, to the actual knowledge of any Responsible Officer of any Borrower, formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary is or was listed any of its Subsidiaries, or, to the actual knowledge of any Responsible Officer was proposed of any Borrower, to which any Loan Party or any of its Subsidiaries sent any Hazardous Materials for listing disposal, is listed on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitylist; (ii) there are no, orno and, to the actual knowledge of any Responsible OfficerOfficer of any Borrower, never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been discharged, treated, stored or disposed on on, at or under any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits actual knowledge, on on, at or under any property formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries during or prior to the period of such ownership or operation; (iii) there is no friable asbestos or friable asbestos-containing material on or at any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on on, at or under any property currently or to the actual knowledge of any Responsible Officer of any Borrower formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries, except for such releases, discharges or disposal that were in violation of any compliance with Environmental Laws; and . (vc) to the knowledge of The Material Real Properties do not contain any Responsible Officer, there are no pending Hazardous Materials in amounts or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute or constituted a violation of, (vii) aboverequire response or remedial action under, as would notor (iii) could result in a Borrower incurring liability under Environmental Laws, which violations, actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No None of the Loan Party Parties or Restricted Subsidiary any of their respective Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has except for any such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) No Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of by or on behalf of any Loan Party or any of its Subsidiaries in a manner that could not reasonably expectedbe expected to result in, individually or in the aggregate, to have a Material Adverse Effect. This Section 5.08 sets forth the sole and exclusive representations and warranties of the Loan Parties with respect to environmental, health or safety matters.

Environmental Compliance. Except as specifically set forth on Schedule 5.09: (a) No The operations and properties of each Loan Party or Restricted Subsidiary (i) has failed to and each of its Subsidiaries comply in all material respects with applicable all Environmental Law Laws and Environmental Permits, all past non‑compliance with such Environmental Laws and Environmental Permits has been fully resolved without ongoing obligations, costs or liabilities in the aggregate, in excess of the Threshold Amount, and no circumstances exist that would be reasonably likely to obtain(A) to the knowledge of the Loan Parties, maintain form the basis of an Environmental Action against any Loan Party or comply with any Environmental Permit, Subsidiary or any of their properties or (iiB) has become cause any such property to be subject to any remedial action requirement or any restrictions on ownership, occupancy, use or transferability under any Environmental LiabilityLaw, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, exceptwhich, in each case, as would not, individually or in the aggregate, aggregate could not reasonably be expected to have result in a Material Adverse Effect. (ib) None of the properties currently or formerly or, to the knowledge of the Loan Parties, formerly, owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is or was listed or, to the knowledge such Loan Party’s or each of any Responsible Officer was its Subsidiaries’ knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Partylist; there are no, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any the Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerParties, never have been been, any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge best of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries, in each case for which any Loan Party or any of its Subsidiaries is liable and that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) and other than in compliance with applicable Environmental Laws, there is no friable asbestos or friable asbestos-containing asbestos‑containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Loan Party or any of its Subsidiaries on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries other than in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any material compliance with applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would notthat, individually or in the aggregate, aggregate could not reasonably be expected to have result in a Material Adverse Effect. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completedis required either contractually or by any Environmental Law to undertake, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 and that has individually or would in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported by or on behalf of any Loan Party or any of its Subsidiaries at, to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have any of its Subsidiaries have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expectedexpected to result in material liability to any Loan Party or any of its Subsidiaries. (d) The Borrower and each of its Subsidiaries has obtained, maintained and timely renewed all material Environmental Permits required for ownership and operation of its property and business as presently conducted and there are no proceedings pending, or to the Borrower’s knowledge, threatened, to revoke, review or materially modify any such Environmental Permits. Neither the Borrower nor any of its Subsidiaries has received any written notification pursuant to any Environmental Law or otherwise has knowledge that any work, repairs, construction or Capital Expenditures are required to be made to be in or continue to be in compliance with any Environmental Law or any material Environmental Permit that individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (e) Except as would not reasonably be expected to result in a material liability, no Loan Party nor any of its Subsidiaries has contractually assumed any liability or obligation to investigate or remediate any property under or relating to any applicable Environmental Law. (f) Borrower has provided Lenders with true and complete copies of all environmental reports, audits and sampling results in its possession or control. (g) Nothing contained in this Section 5.09 is intended to apply to any action, suit, investigation, litigation or proceeding (including any Environmental Action) relating to exposure to asbestos, in any form, or any asbestos containing materials.

Environmental Compliance. Except as set forth on Schedule 3.18 attached hereto and described with reasonable specificity in any report prepared pursuant to Section 5.04(b): (a) No Loan Party Hazardous Substance including, without limitation, polychlorinated biphenyls, radioactive material, urea formaldehyde, lead, asbestos or Restricted Subsidiary underground storage tanks, has been Released by Seller, or to Seller's knowledge, by any other person, or to Seller's knowledge has been or is present at, on or under (i) has failed to comply in all material respects with applicable Environmental Law any property now or to obtainpreviously owned, maintain leased or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability operated by Seller or (iv) has a Responsible Officer with knowledge ii the Real Estate, except in each of any basis the foregoing cases for any material Environmental Liability, except, in each case, as would not, Releases or presences which individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.; (b) No written notice, notification, demand, request for information, citation, summons, complaint or order has been received by Seller, and no complaint has been filed against, no penalty has been assessed against, and no investigation, review, litigation or proceeding is pending against or in connection with, or to Seller's knowledge, threatened against or in connection with, Seller or the Purchased Assets by any Person with respect to any (i) None of the properties currently actual or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in alleged violation of any Environmental Laws orLaw or liability thereunder, (ii actual or alleged failure to the knowledge of have any Responsible Officer, on any property formerly owned permits or operated licenses required by any Loan Party Environmental Law, (ii Regulated Environmental Activity, (iv Release of Hazardous Substances or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, exceptLaw, in the case of clauses (i) through (v) aboveeach case, as would notwhich, individually if determined or in the aggregateresolved adversely, could reasonably be expected to have a Material Adverse Effect. Effect or which in any manner challenges or seeks to prevent, enjoin or materially adversely delay the transactions contemplated hereby; (c) No Loan Party Seller has not engaged in any Regulated Environmental Activity and to Seller's knowledge no Regulated Environmental Activity has occurred at or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, on (i) any property currently now or formerly owned previously owned, leased or operated by any Loan Party Seller or Restricted Subsidiary have been disposed of in a manner not reasonably expected(ii) the Real Estate, individually or except for maintenance and cleaning in the aggregatelawful operation of Seller's System, to have a Material Adverse Effect.System Operations, Real Estate, or the Purchased Assets, provided that such maintenance and cleaning was performed in compliance with all Environmental Laws;

Environmental Compliance. (a) No Loan Party Each of RRI and RRI Subsidiary and any of their respective franchisees and any Property owned or Restricted Subsidiary (i) has failed to comply operated by it/them directly or indirectly are in compliance with all material respects with applicable Environmental Law or to obtainLaws and have obtained and are in compliance with all permits, maintain or comply with licenses, and other authorizations required under any Environmental PermitLaw. There is no past or present event, (ii) has become subject condition, or circumstance that is likely to any Environmental Liability, (iii) has received notice interfere with the conduct of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge the business of any basis for any material Environmental Liability, except, in each case, as would not, individually or RRI and/or RRI Subsidiary in the aggregate, reasonably be expected manner now conducted relating to such entity's compliance with Environmental Laws or constitute a material violation thereof or which would have a Material Adverse Effect.; (ib) None Each of the properties currently RRI and RRI Subsidiary does not now or formerly owned has not leased, operated, owned, or operated by exercised managerial functions at any Loan Party facilities or Restricted Subsidiary real property with respect to which such entity, facility, or real property is subject to any actual proceeding under any Environmental Law, and RRI is not aware of any facts or was listed circumstances that could give rise to such a proceeding; (c) there are no actions or proceedings pending or, to the knowledge Knowledge of RRI and/or RRI Subsidiary, threatened against RRI and/ro RRI Subsidiary under any Environmental Law, and each of RRI and RRI Subsidiary has not received any notice (whether from any regulatory body or private person) of any Responsible Officer was proposed for listing on the NPL violation, or on the CERCLIS potential or threatened violation, of any analogous state Environmental Law; (d) there are no actions or local list at any time while such property was owned by such Loan Party proceedings pending or, to the knowledge Knowledge of RRI and/or RRI Subsidiary, threatened under any Environmental Law involving the release or threat of release of any Responsible Officer, Polluting Substances at or on (i) any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated in the past owned, operated, or leased by any Loan Party RRI and/or RRI Subsidiary or Restricted over which RRI and/or RRI Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party exercised managerial functions; or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of at any Responsible Officer, never property where Polluting Substances generated by RRI and/or RRI Subsidiary have been disposed; (e) there is no Property for which RRI and/or RRI Subsidiary and/or any underground of their franchisees is or above-ground storage tanks was required to obtain any permit under an Environmental Law to construct, demolish, renovate, occupy, operate, or use such property or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have portion of it; (f) neither RRI nor RRI Subsidiary nor any of their franchisees has generated any Polluting Substances; (g) there has been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary no release of Polluting Substances in violation of any Environmental Laws Law which would require any report or notification to any governmental or regulatory authority in or on any property; (h) neither RRI nor RRI Subsidiary or any of its/their Property is subject to investigation or, to the knowledge Knowledge of RRI and/or RRI Subsidiary, threatened or pending litigation by federal, state, or local officials or a private litigant as a result of any Responsible Officerprevious on-site management, treatment, storage, release, or disposal of Polluting Substances or exposure to any Polluting Substances; (i) there are no underground or above ground storage tanks on or under any property formerly owned Property owned, used or otherwise operated by RRI., RRI Subsidiary or any Loan Party or Restricted franchisee thereof, which are not in conformity with any Environmental Law and any Property previously containing such tanks has been remediated in compliance with all Environmental Laws; and (j) to RRI's and RRI Subsidiary; (iii) 's respective Knowledge, there is no friable asbestos or friable asbestos-containing material on any property currently Property owned or operated, or to be operated by RRI, RRI Subsidiary and/or any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectfranchisee thereof. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. Except as set forth on Schedule 4.13, (a) No Loan Party (i) no Hazardous Material (other than cleaning supplies, as well as all other substances and materials used in the ordinary course of the Borrower’s operations, manufacturing and other legitimate business processes and operations) is or Restricted Subsidiary has been generated, used, released, treated, disposed of or stored, or otherwise located, in, on or under any property owned, leased or operated by the Parent or any of its Subsidiaries or any portion thereof, and no part of the property owned, leased or operated by the Parent or any of its Subsidiaries (now or in the past), including without limitation the soil and groundwater located thereon and thereunder, has been contaminated by any Hazardous Material; (ii) no improvements on the property owned, leased or operated by the Parent or any of its Subsidiaries contain any asbestos or substances containing asbestos; (iii) none of the property owned, leased or operated by the Parent or any of its Subsidiaries has been the subject of an environmental audit or assessment, or remedial action; and (iv) to the best of the Parent’s and its Subsidiaries’ knowledge, the foregoing statements are true and correct with respect to all of the real property adjoining any of the property owned, leased or operated by the Parent or any of its Subsidiaries. (b) None of the property owned, leased or operated by the Parent or any of its Subsidiaries (now or in the past) has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) of sites subject to possible environmental problems. (c) There are no underground storage tanks situated on the property owned, leased or operated by the Parent or any of its Subsidiaries and, to the best of the knowledge of the Parent and its Subsidiaries, no underground storage tanks have ever been situated on the property owned, leased or operated by the Parent or any of its Subsidiaries. (d) All activities and operations of the Parent and each of its Subsidiaries meet all requirements of all applicable Environmental Laws, the Parent and each of its Subsidiaries has not violated any Environmental Law in the past, and the property owned, leased or operated by the Parent or any of its Subsidiaries has never been the site of a violation of any Environmental Law. (e) None of the Parent or its Subsidiaries has sent a Hazardous Material to a site which, pursuant to any Environmental Law, (i) has failed been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) of sites subject to comply in all material respects with applicable Environmental Law possible environmental problems, or to obtain, maintain or comply with any Environmental Permit, (ii) has become is subject to, or the source of, a claim, an administrative order or other request to take “response,” “removal,” “corrective” or “remedial” action, as defined in any Environmental LiabilityLaw, or to pay for or contribute to the costs of cleaning up the site. (iiif) None of the Parent or its Subsidiaries is involved in any suit or proceeding and has not received any notice from any Governmental Authority or other third party with respect to a release or threat of release of any Hazardous Material, or violation or alleged violation of any Environmental Law, and has not received notice of any claim with respect from any person or entity relating to property damage or to personal injuries from exposure to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectHazardous Material. (ig) None The Parent and each of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed orits Subsidiaries has timely filed all reports required to be filed, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party orhas acquired all necessary certificates, to the knowledge of any Responsible Officerapprovals and permits, at any time prior to or after such property was owned by such Loan Partyand has generated and maintained all required data, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any documentation and records required under all Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party None of the Borrower or any of its Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law Subsidiaries are subject to, or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge know of any basis for for, any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, Liability that could reasonably be expected to have a Material Adverse Effect. (b) There are no actions, suits, proceedings, claims or disputes pending, or to knowledge of the Borrower, threatened, with respect to any Environmental Liability or non-compliance with Environmental Law that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) Each of the Borrower and its Restricted Subsidiaries has complied with all Environmental Laws and has obtained, maintained and complied with, all Environmental Permits, except for any failure that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) Except as could not reasonably be expected to have a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by the Borrower or any Loan Party or of its Restricted Subsidiary Subsidiaries is or was listed or, to the knowledge of any Responsible Officer was the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party orlist, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and there never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on (A) any property currently owned owned, leased or operated by the Borrower or any Loan Party of its Restricted Subsidiaries or (B) any property formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiary in violation Subsidiaries during the period of ownership, leasehold or operation by the Borrower or any Environmental Laws of its Restricted Subsidiaries or, to the knowledge of the Borrower, at any Responsible Officertime other than such period, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned owned, leased or operated by the Borrower or any Loan Party of its Restricted Subsidiaries requiring investigation, remediation, mitigation, removal, or Restricted Subsidiary; assessment, or other response, remedial or corrective action, pursuant to any Environmental Law and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on (A) any property currently or formerly owned owned, leased or operated by the Borrower or any Loan Party of its Restricted Subsidiaries or (B) any property formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiary in violation Subsidiaries during the period of ownership, leasehold or operation by the Borrower or any Environmental Laws; and (v) of its Restricted Subsidiaries or, to the knowledge of the Borrower, at any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or time other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of than such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectperiod. (ce) No Loan Party None of the Borrower or any of its Restricted Subsidiary Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary none has completed, either individually or together with other potentially responsible parties, any investigation or investigation, remediation, mitigation, removal, assessment or remedial remedial, response or response corrective action relating to any actual or threatened Releaserelease, discharge or disposal 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 has Law, except for any such investigations or would assessments or remedial or responsive actions that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (f) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, (i) any property currently or formerly owned owned, leased or operated by the Borrower or any Loan Party of the Restricted Subsidiaries or (ii) any property formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiary Subsidiaries during the period of ownership, leasehold or operation by the Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Borrower, at any time other than such period, in each case of (i) and (ii), have been disposed of in a manner not reasonably expectedexpected to result in any Environmental Liability that could, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Environmental Compliance. The Borrower has taken all reasonably necessary steps to investigate the past and present condition and usage of the Real Estate and the operations conducted thereon and, based upon such diligent investigation, has determined that: (a) No Loan Party none of the Borrower, its Subsidiaries nor any operator of the Real Estate or Restricted Subsidiary any operations thereon is in violation, or alleged violation, of any Environmental Laws, which violation would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) neither the Borrower nor any of its Subsidiaries has received any Environmental Notice during the last five (5) years that has the potential to materially affect the assets, liabilities, financial condition or operations of the Borrower and its Subsidiaries taken as a whole, except as set forth on SCHEDULE 4.14 hereto; (c) except as set forth on SCHEDULE 4.14 attached hereto: (i) no portion of the Real Estate has failed to comply been used for the handling, processing, storage or disposal of Hazardous Substances; and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Real Estate; in all material respects each case except in accordance with applicable Environmental Law or to obtain, maintain or comply Laws the noncompliance with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None material adverse effect on the business, assets or financial condition of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed orBorrower and its Subsidiaries, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitytaken as a whole; (ii) there are no, or, to in the knowledge course of any Responsible Officeractivities conducted by the Borrower or operators of its properties, never no Hazardous Substances have been any underground generated or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed used on any property currently owned or operated by any Loan Party or Restricted Subsidiary the Real Estate except in violation of any accordance with applicable Environmental Laws orthe noncompliance with which would have a material adverse effect on the business, to assets or financial condition of the knowledge of any Responsible OfficerBorrower and its Subsidiaries, on any property formerly owned or operated by any Loan Party or Restricted Subsidiarytaken as a whole; (iii) there is have been no friable asbestos releases or friable asbestos-containing threatened releases of Hazardous Substances on, upon, into or from the properties of the Borrower or any of its Subsidiaries, which releases would have a material adverse effect on any property currently owned the business, assets or operated by any Loan Party or Restricted Subsidiaryfinancial condition of the Borrower and its Subsidiaries, taken as a whole; (iv) Hazardous Materials to the best of the Borrower's knowledge, there have not been Releasedno releases on, discharged upon, from or disposed of on into any real property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation the vicinity of any Environmental Lawsof the Real Estate which, through soil or groundwater contamination, may have come to be located on the Real Estate and which would have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole; and (v) in addition, any Hazardous Substances that have been generated on any of the Real Estate have, to the knowledge best of any Responsible Officerthe Borrower's knowledge, there are no pending or threatened Liens been transported offsite only as required under or pursuant to any and in compliance with applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectLaws. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have a Material Adverse Effect (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries, is listed or was listed or, to the knowledge of any Responsible Officer was formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at or is adjacent to any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, property; (ii) there are no and, to the knowledge of the Loan Parties and their Subsidiaries, have never been any Responsible Officer, no underground or above-ground storage tanks for storage of Hazardous Materials on or at any property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, of its Subsidiaries or, to the knowledge of the Loan Parties on any Responsible Officer, property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there are no and to the knowledge of the Loan Parties and their Subsidiaries after due inquiry never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerthe Loan Parties after due inquiry, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iiiiv) there is no friable asbestos or friable asbestos-containing material on on, at or in any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (ivv) Hazardous Materials have not been ReleasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectits Subsidiaries. (c) No (i) Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has Law, except as set forth on Schedule 5.09(c) or would as could not reasonably be expected to have result in a Material Adverse Effect, or with respect to any such investigation or assessment or remedial or response action initiated after the Restatement Effective Date, as disclosed to the Administrative Agent in writing; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner manner, either of which could not reasonably expectedexpected to result in a Material Adverse Effect. (d) Except as set forth on Schedule 5.09(d), individually the Loan Parties and their respective Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance in all respects with all applicable Environmental Laws, except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for each property owned, leased, or otherwise operated by any of them, except as could not reasonably be expected to have a Material Adverse Effect; and (iii) are, and within the period of all applicable statutes of limitation have been, in the aggregatecompliance with all of their Environmental Permits that pertain to any of their properties, except as could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party Each of the facilities and real properties owned, leased or Restricted operated by Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws where failure to comply could reasonably be expected to have a Material Adverse Effect, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Borrower and its Subsidiaries at such time (the “Businesses”) where such violation could reasonably be expected to have a Material Adverse Effect, there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws where such liability could reasonably be expected to have a Material Adverse Effect, and none of the Facilities currently owned or operated by Borrower or any of its Subsidiaries is listed or, to the best of Borrower’s knowledge, is proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property where such listing or proposed listing (i) has failed resulted in, or could reasonably be expected to comply in all material respects with applicable Environmental Law result in, a Lien on such Facility or to obtain, maintain any other property of Borrower or comply with any Environmental Permit, of its Subsidiaries having a priority over any Liens created under any Loan Document or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently Facilities contains, or formerly owned or operated by has previously contained, any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being at, on or have been treatedunder the Facilities in amounts or concentrations that constitute or constituted a violation of, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any could give rise to liability under, Environmental Laws or, to unless the knowledge presence of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) such Hazardous Materials have would not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertakingWithout limiting the foregoing and except as disclosed on Schedule 6.09, and no Loan Party or Restricted neither Borrower nor any Subsidiary has completedreceived any written or verbal notice of, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, in each instance where such violation, alleged violation, non-compliance, liability or potential liability could reasonably be expected to have a Material Adverse Effect, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice, having such consequences, will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law and could reasonably be expected to have a Material Adverse Effect. (e) There are no consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements of outstanding under any Environmental Law that has with respect to Borrower, any Subsidiary, the Facilities or the Businesses, the effect of which would reasonably be expected to have a Material Adverse Effect; and all . (f) There has been no release or threat of release of Hazardous Materials generated, used, treated, handled at or stored atfrom the Facilities, or transported arising from or related to the operations (including, without limitation, disposal) of Borrower or fromany Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, any property currently in violation of or formerly owned in amounts or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not that could give rise to liability under Environmental Laws and could reasonably expected, individually or in the aggregate, be expected to have a Material Adverse Effect. (g) There are no Liens under Environmental Laws on any of the Facilities, and no governmental actions have been taken or are in process which could subject any of the Facilities to such Liens. Neither Borrower nor any of its Subsidiaries would be required to place any notice or restriction relating to Hazardous Materials in any deed to any of the Facilities where such notice or restriction could reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None To the best knowledge of the Loan Parties, none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liabilitylist; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses its Subsidiaries. (ic) through (v) above, as Except for circumstances which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No , neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) The Loan Parties and their respective Subsidiaries are in compliance with all existing Environmental Laws and have not received written notice of any claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties. (i) None To the knowledge of the Loan Parties, none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, list; (ii) there are no and, to the knowledge of any Responsible Officer, no property currently owned or operated by any the Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerParties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectits Subsidiaries. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary Except as set forth on SCHEDULE 7.17 hereto, (i) no Seller Party has failed generated, used, transported, treated, stored, released or disposed of, or knowingly permitted anyone else to comply in all material respects with applicable Environmental Law generate, use, transport, treat, store, release or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice dispose of any claim with respect to any material Environmental Liability Hazardous Substance (as hereinafter defined) at, on or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with the ownership or occupancy of the Purchased Assets in violation of any matter for which any Loan Party or Restricted Subsidiary would have any material applicable Environmental LiabilityLaws (as hereinafter defined); (ii) there are nohas not been any generation, oruse, to the knowledge transportation, treatment, storage, release or disposal of any Responsible OfficerHazardous Substance in connection with the ownership by any Seller, never have been any underground occupancy or above-ground storage tanks use of the Purchased Assets or any surface impoundmentson, septic tanks, pits, sumps in or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on under any property currently or facility owned or operated leased by any Loan Seller Party and included in the Purchased Assets which has created or Restricted Subsidiary in violation of might reasonably be expected to create any Liability under any applicable Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted SubsidiaryLaws; (iii) there is no friable asbestos any Hazardous Substance handled or friable asbestos-containing material on any property currently owned or operated dealt with by any Loan Seller Party at, on or Restricted Subsidiaryin connection with the ownership or occupancy of the Purchased Assets has been and is being handled or dealt with in material compliance with all Environmental Laws; (iv) Hazardous Materials have not been Releasedto Sellers' knowledge, discharged or disposed the operation of on any property currently or formerly owned or operated the Seller Business by any Loan each Seller Party or Restricted Subsidiary is in violation of any compliance with all Environmental Laws; and (v) to the knowledge of any Responsible OfficerSellers' knowledge, there are no claims against any Seller Party by third parties, including governmental agencies, pending or threatened Liens under Environmental Laws arising out of the ownership of or pursuant use of the Purchased Assets by any Seller Party or the condition of the Purchased Assets; and (vi) to Sellers' knowledge, there are no penalties that may be assessed against any Seller Party for the voluntary self-disclosures under Environmental Laws that are referenced in SCHEDULE 7.17. (b) For purposes of this Agreement, the term "HAZARDOUS SUBSTANCE" shall mean any hazardous or toxic substance, pollutant, contaminant or other material which, as of the date of this Agreement, is defined as hazardous or toxic under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), and its implementing regulations; defined as a hazardous waste or regulated substance under the Resource Conservation and Recovery Act of 1976, as amended ("RCRA") and its implementing regulations; or is regulated under any applicable Environmental Laws on Laws, including any real property substance which has been determined by regulation, ruling or other assets owned or leased otherwise by any Loan Party governmental agency or Restricted Subsidiarycourt to be a hazardous or toxic substance regulated under federal or state law, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectshall include petroleum and petroleum products. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries have conducted in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently currently, or to the knowledge of the Loan Parties and their Subsidiaries, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property. Except as could not reasonably be expected to result in a Material Adverse Effect, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, and to the knowledge of any Responsible Officerthe Loan Parties and their Subsidiaries, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liensits Subsidiaries, except, in the each case of clauses (i) through (v) abovethe foregoing, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectcompliance with Environmental Laws. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating in response to any material actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany of its Subsidiaries.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary Except as disclosed on Seller Disclosure Schedule 3.16, to Seller's Knowledge: (i) in connection with or relating to the Purchased Assets, PRC Assets or Real Property, no notice, notification, demand, request for information, citation, summons or order has failed been received by Seller, no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or review is pending or, to comply in all material respects with applicable Environmental Law Seller's Knowledge, threatened against Seller by any governmental entity or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim other Person with respect to any material Environmental Liability matters relating to the PRC Assets and relating to or (iv) has a Responsible Officer with knowledge arising out of any basis for any material Environmental Liability, except, Law; (ii) there are no Environmental Liabilities arising in each case, as would not, individually connection with or in any way relating to the aggregatePurchased Assets, PRC Assets or Real Property of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and there are no facts, events, conditions, situations or set of circumstances which could reasonably be expected to have a Material Adverse Effect.result in or be the basis for any such liability; (iiii) None of the properties currently no polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or formerly owned other disposal system or operated by any Loan Party underground storage tank (active or Restricted Subsidiary inactive) is or was has been present at, on or under any Real Property or in any Purchased Asset; (iv) no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at, on or under any Real Property; (v) no Real Property, nor any property to which Hazardous Substances located on or resulting from the use of any Purchased Asset or Real Property have been transported, nor any property to which Seller has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances, is listed or, to the knowledge of any Responsible Officer was Seller's Knowledge, proposed for listing on the NPL National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on the CERCLIS any similar federal, state, local or any analogous state foreign list of sites requiring investigation or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, cleanup; and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case (vi) in connection with the Purchased Assets, PRC Assets and Real Property, Seller is in compliance with all Environmental Laws and has and is in compliance with all Environmental Permits; such Environmental Permits are valid and in full force and effect and are transferable and will not be terminated or impaired or become terminable as a result of the transactions contemplated hereby. (b) To Seller's Knowledge, there has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to any matter for Purchased Asset or Real Property which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, has not been delivered to Buyer prior to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectdate hereof. (c) No Loan Party None of the Purchased Assets is located in New Jersey or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse EffectConnecticut.

Environmental Compliance. (a) No The Loan Party or Restricted Subsidiary (i) has failed to comply Parties and their respective Subsidiaries conduct in all material respects with applicable the ordinary course of business a review of the effect of existing Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Laws and claims alleging potential Environmental Liability or (iv) on their respective businesses, operations and properties, and as a result thereof the Borrower has a Responsible Officer with knowledge of any basis for any material reasonably concluded that such Environmental Liability, except, in each case, as would Laws and Environmental Liabilities could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None of the properties currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, . Except as in each case accordance in connection all material respects with any matter for which any Loan Party or Restricted Subsidiary would have any material the requirements of all Environmental Liability; Laws: (iii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary; any of its Subsidiaries and (iiiii) there is no friable asbestos Hazardous Materials have not been released, discharged or friable asbestos-containing material on disposed of (x) on, at, under, to, from, or in any property currently owned or formerly owned, leased or operated by any Loan Party or Restricted Subsidiary; any of its Subsidiaries or (ivy) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties their respective Subsidiaries at any other property, facility or assets to such Liens, except, in the case of clauses (i) through (v) above, location. Except as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no asbestos or asbestos-containing material on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries. (c) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has Law, except for any investigations, assessments or would remedial or response actions not reasonably be expected to have result in a Material Adverse Effect; and all material Environmental Liability. All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned owned, leased or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in accordance with the requirements of all Environmental Laws in all material respects and in a manner not reasonably expectedexpected to result in a material Environmental Liability. (d) The Loan Parties and each of their respective Subsidiaries have obtained all Environmental Permits necessary for the ownership and operation of their properties and assets and the conduct of their business except where the failure to do so could not, either individually or in the aggregate, reasonably be expected to result a material Environmental Liability. Except where the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and their respective Subsidiaries have been and are in compliance with all Environmental Laws and the terms and conditions of applicable Environmental Permits. There are no pending or, to the best knowledge of the Borrower, threatened, claims against any Loan Party or any of its Subsidiaries under any Environmental Laws and neither the Loan Parties nor any of their respective Subsidiaries has received any written notice of alleged non-compliance with applicable Environmental Laws or Environmental Permits which could, in each case, either individually or in the aggregate, reasonably be expected to result in a material Environmental Liability.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis Except for any material Environmental Liability, except, in each case, such matters as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.Effect or as disclosed in Schedule 3.17: (i) None no written notice of the properties currently violation or formerly owned liability, demand, request for information, citations, summons or operated by any Loan Party order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or Restricted Subsidiary review is pending, or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS Seller or any analogous state of its subsidiaries, threatened by any governmental entity or local list other person with respect to any matters relating to the Business or the Purchased Assets or Assumed Liabilities and relating to or arising out of any Environmental Law; (ii) no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at any time while such of the Purchased Assets or Real Property or any property was owned by such Loan Party ornow or previously owned, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned leased or operated by Seller or any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case of its subsidiaries and used in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are nothe Business, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons except in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any compliance with applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which where such would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, not reasonably be expected to result in liability under any Environmental Law; and (iii) Seller and each of its subsidiaries have a Material Adverse Effectall environmental permits necessary for the Business and the Purchased Assets to comply with applicable Environmental Laws and are in compliance with the terms of such permits and all applicable Environmental Laws, and there are no Environmental Liabilities. (b) There has been no environmental investigation, study, audit, test, review or other analysis conducted of which Seller or any of its subsidiaries has knowledge and possession in relation to the Business or the Purchased Assets which has not been delivered to Parent at least two days prior to the date hereof. (c) No Loan Party Except as disclosed to Buyer in writing on or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant prior to the order date hereof, neither Seller nor any of its subsidiaries owns, leases or operates any Governmental Authority real property in respect of the Business or the requirements Purchased Assets in New Jersey or Connecticut. (d) For purposes of any Environmental Law that has or would reasonably be expected to this Section, the following terms shall have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.meanings set forth below:

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, Except as would not, individually or disclosed in the aggregateDisclosure Documents, reasonably be expected to the Company, the Operating Partnership and each of their Subsidiaries has complied and is in compliance with all Environmental Statutes (as hereinafter defined) except as such non-compliance would not have a Material Adverse Effect. (ib) None Except as disclosed in the Disclosure Documents, none of the properties currently Company, the Operating Partnership or formerly any of their Subsidiaries intends to use any real property owned or operated occupied by any Loan Party such party for the purpose of handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or Restricted Subsidiary is otherwise disposing of or was listed ordealing with Hazardous Materials (as hereafter defined), to except in all material respects in compliance with any applicable Environmental Statute and Governmental Authority (both as hereinafter defined). (c) Except as disclosed in the Disclosure Documents, none of the Company, the Operating Partnership or any of their Subsidiaries has any knowledge of any Responsible Officer was proposed for listing seepage, leak, escape, ▇▇▇▇▇, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of Hazardous Materials into waters on or adjacent to any real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters, except as would not have a material adverse effect on any such real property. (d) Except as disclosed in the NPL or on Disclosure Documents, none of the CERCLIS Company, the Operating Partnership or any analogous state or local list at of their Subsidiaries has any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officeroccurrence or circumstance that, at any with notice or passage of time prior or both, would give rise to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens a claim under or pursuant to any applicable federal, state or local Environmental Laws Statute pertaining to Hazardous Materials on or originating from any real property or other assets owned or leased occupied by the Company, the Operating Partnership or any of their Subsidiaries arising out of the conduct of any such party, including without limitation pursuant to any Environmental Statute, except as would not have a material adverse effect on any such real property. (e) Except as disclosed in the Disclosure Documents, no land owned by the Company, the Operating Partnership or any of their Subsidiaries is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the "EPA") or on the inventory of other potential "Problem" sites issued by the EPA and has not otherwise been publicly identified by the EPA as a potential CERCLA site or included or proposed for inclusion on any list or inventory issued pursuant to any other Environmental Statute or issued by any Loan Party other Governmental Authority (as hereinafter defined), except by reason of being located in a general area not specific to any Company property which is so designated, identified or Restricted Subsidiary, and to included (but the Company has no actual knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are Company property being located in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectgeneral area). (cf) No Loan Party As used herein, "HAZARDOUS MATERIAL" shall include without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances or Restricted Subsidiary is undertakingrelated materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, ordinance, rule or regulation, including without limitation the Comprehensive Environmental Response, Compensation and no Loan Party or Restricted Subsidiary has completedLiability Act of 1980, either individually or together with other potentially responsible partiesas amended, any investigation or assessment or remedial or response action relating to any actual or threatened Release42 U.S.C. Sections 9601 ET SEQ. ("CERCLA"), discharge or disposal of the Hazardous Materials at any siteTransportation Act, location or operationas amended, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.49 U.S.

Environmental Compliance. (a) No There are no actual or, to the knowledge of the Loan Party Parties, threatened claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon the businesses, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice operations and properties of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthe Loan Parties that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None To the knowledge of the Responsible Officers of the Loan Parties, none of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL National Priorities List under CERCLA or on the CERCLIS or any analogous foreign, state or local list at or is adjacent to any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, property; there are no and, to the knowledge of any Responsible Officer, no property currently owned or operated by any the Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerParties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted any Subsidiary; (iii) there is no friable asbestos or friable asbestos-asbestos- containing material on any property currently owned or operated by any Loan Party or Restricted any Subsidiary; (iv) and, to the knowledge of the Responsible Officers of the Loan Parties, Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, excepteach case, in the case of clauses (i) through (v) above, as would notany manner that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted nor any Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected Law; and, to have a Material Adverse Effect; and the knowledge of the Responsible Officers of the Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Environmental Compliance. Except as disclosed on Section 4.17 of the Company Disclosure Letter: (a) No Loan Party or Restricted Each of the Company and each Company Subsidiary is, and for the past three (i3) years has failed to comply been, in compliance in all material respects with all applicable Environmental Law or to obtainLaws and Environmental Permits, maintain or comply which compliance includes obtaining, holding and complying in all material respects with any Environmental Permit, (ii) has become subject to any Permit required under applicable Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Laws; (ib) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed There are no pending or, to the knowledge Knowledge of any Responsible Officer was proposed for listing on the NPL or on Company, threatened Actions alleging that the CERCLIS Company or any analogous state of the Company Subsidiaries is in violation of, or local list at has liability under, any time while such property was owned by such Loan Party orEnvironmental Laws, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, except in each case in connection with as would not be material to the Company and its Subsidiaries, taken as a whole; (c) Neither the Company nor any matter for which any Loan Party or Restricted Company Subsidiary would have has any material liability under any applicable Environmental Liability; Laws that remains unresolved; (iid) there are noIn the past three (3) years, neither the Company nor any of the Company Subsidiaries has received any unresolved written notice, communication or complaint from a Governmental Authority alleging that the Company or any of the Company Subsidiaries is in violation of, or has liability under, any Environmental Laws, except in each case as would not be material to the Company and its Subsidiaries, taken as a whole; (e) There has been no Release of Hazardous Material by the Company or the Company Subsidiaries, or, to the knowledge Knowledge of the Company, any Responsible Officerother Person, never have been any underground or above-ground storage tanks or any surface impoundmentsinvestigation, septic tanksclean-up, pits, sumps remediation or lagoons in corrective action relating thereto which Hazardous Materials are being the Company or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Company Subsidiary in violation of any is obligated under Environmental Laws oror Environmental Permits to perform, to the knowledge of on, in, at or under (i) any Responsible OfficerOwned Real Property, on (ii) any property formerly owned Leased Real Property, or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by location to which the Company has sent any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Releasedfor storage, discharged handling, disposal or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, excepttreatment, in the each case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary which has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal 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 has given or would reasonably be expected to have a Material Adverse Effectgive rise to material liability for the Company or any of its Subsidiaries under any Environmental Law; and (f) The Company has made available to Parent all permits, audits and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or material reports prepared in the aggregatepast three (3) years pertaining to the Company’s or any Company Subsidiary’s compliance with Environmental Law, including “Phase I,” “Phase II,” or similar environmental assessment reports relating to have a Material Adverse Effectany Owned Real Property or Leased Real Property, that are in the Company’s possession.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is or was listed or, to the knowledge of any Responsible Officer was the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of the Borrower, is adjacent to any Responsible Officer, at such property; (ii) none of the Loan Parties has used any time prior to or after such property was owned by such Loan Party, Hazardous Materials and, to the knowledge of any Responsible Officerthe Borrower, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, and never have been any any, underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iii) none of the Loan Parties has used, and to the knowledge of the Borrower, there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) none of the Loan Parties has released, discharged or disposed of Hazardous Materials and, to the knowledge of the Borrower, Hazardous Materials have not otherwise been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation any of its Subsidiaries, other than any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant exceptions to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to of the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of foregoing clauses (i) through (viv) above, as that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (cb) No Neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries (i) is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 or (ii) has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored any Hazardous Materials at, or has transported any Hazardous Materials to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed any of in a manner its Subsidiaries, other than exceptions to any of the foregoing clauses (i) or (ii) that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) To the best knowledge of Sage, neither Sage nor any operator of Sage's properties is in violation, or alleged to be in violation, of any federal, state or local judgment, decree, order, consent agreement, law (including common law), license, rule or regulation pertaining to environmental health or safety matters, including, without limitation, those arising under any Environmental Laws. (ii) Sage has failed to comply not received a notice, complaint, order, directive, claim or citation from any third party, including, without limitation, any federal, state or local governmental authority, indicating or alleging that Sage or any predecessor may have any liability or obligation under any Environmental Law. (iii) To the best of Sage's knowledge (A) no portion of its property has been used by any person for the generation, handling, processing, treatment, storage or disposal of Hazardous Materials except in all material respects accordance with applicable Environmental Law Laws; (B) no underground tank or to obtainother underground storage receptacle for Hazardous Materials, maintain asbestos-containing materials or comply with polychlorinated biphenyls are located on any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice portion of any claim with respect to any material Environmental Liability or location occupied by Sage; (ivC) has a Responsible Officer with knowledge in the course of any basis for any material Environmental Liabilityactivities conducted by Sage or its invitees, exceptagents, in each casecontractors, as would not, individually licensees or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case employees in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are noits business, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged generated or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary are being used except in violation of any accordance with applicable Environmental Laws; and (vD) to the knowledge of there have been no releases (i.e., any Responsible Officerpast or present 14 18 releasing, there are no pending spilling, leaking, leaching, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal releases of Hazardous Materials at any siteon, location upon, into or operation, either voluntarily or pursuant to from the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned owned, operated or leased by Sage, which releases would have a material adverse effect on the value of any of the property or adjacent properties or the environment. (iv) The execution, delivery and performance of this Agreement is not subject to any Environmental Laws which condition, restrict or prohibit the sale, lease or other transfer of property or operations, including, without limitation, any so-called "environmental cleanup responsibility acts" or requirements for the transfer of permits, approvals, or licenses. To the best of Sage's knowledge, there have been no environmentally related audits, studies, reports, analyses (including soil and groundwater analyses), or investigations of any kind performed with respect to the currently or previously owned, leased, or operated by any Loan Party or Restricted Subsidiary have been disposed properties of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse EffectSage.

Environmental Compliance. (a) No The Loan Party Parties and their respective Subsidiaries conduct in the Ordinary Course of Business a review of the effect of existing Environmental Laws and claims alleging potential liability or Restricted Subsidiary (i) has failed to comply in all material respects with applicable responsibility for violation of any Environmental Law or to obtainon their respective businesses, maintain or comply with any operations and properties, and as a result thereof the Borrowers have reasonably concluded that, except as specifically disclosed in Schedule 9.1.9, such Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None Except as otherwise set forth in Schedule 9.1.9, none of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets . Except to such Liens, except, in the case of clauses (i) through (v) above, extent as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.123 (c) No Except as otherwise set forth on Schedule 9.1.9, neither any Loan Party or Restricted Subsidiary nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal 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 has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result in material liability to any Loan Party or any of its Subsidiaries. (d) The Loan Parties and their Subsidiaries have all material licenses, individually permits, certificates, approvals or similar authorizations required to be obtained or filed in connection with the aggregateoperations of the Loan Parties and their Subsidiaries under any Environmental Law and all such licenses, permits, certificates, approvals or similar authorizations are valid and in full force and effect. There are no past or present occurrences, conditions, activities or events that could reasonably be expected to prevent the U.S. Borrower or any Subsidiary from materially complying with, or that could reasonably be expected to result in any material liability under, any applicable Environmental Law. No Liens have a Material Adverse Effectbeen recorded with respect to any Collateral under any Environmental Law.

Environmental Compliance. (a) No Loan Party or Restricted The operations and properties of the Borrower and of each Subsidiary (i) has failed to comply in all material respects with all applicable Environmental Law Laws and Environmental Permits. All past noncompliance by the Borrower or any Subsidiary with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs. To the best of the Borrower's knowledge, no circumstances exist that could reasonably be expected to obtain(i) form the basis of an Environmental Proceeding against the Borrower or any Subsidiary, maintain or comply with any Environmental Permitproperty thereof, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, that could reasonably be expected to have a Material Adverse EffectEffect or (ii) cause any such property to be subject to any material restriction on ownership, occupancy, use or transferability under any Environmental Law. (ib) None of the properties currently or formerly owned or operated by the Borrower or any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge best of any Responsible Officer was the Borrower's knowledge, proposed for listing on the NPL National Priorities List under CERCLA, on CERCLIS or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge best of any Responsible Officerthe Borrower's knowledge, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property. There are not now, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, and to the best of the Borrower's knowledge of any Responsible Officer, never have been been, any underground or above-ground aboveground storage tanks tanks, or any surface impoundments, septic tanks, pits, sumps or lagoons lagoons, in which any Hazardous Materials are Material is being or have has been treated, stored or disposed of on any property currently owned or operated by the Borrower or any Loan Party or Restricted Subsidiary Subsidiary, in violation of each case in any manner not in compliance in all material respects with all applicable Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there Laws. There is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by the Borrower or any Loan Party or Restricted Subsidiary; (iv) , except in compliance in all material respects with all applicable Environmental Laws. No Hazardous Materials have not Material has been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by the Borrower or any Loan Party or Restricted Subsidiary Subsidiary, except in violation of any compliance in all material respects with all applicable Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Neither the Borrower nor any Subsidiary is undertaking, and no Loan Party engaged in or Restricted Subsidiary has completed, either individually or together with any other potentially responsible partiesparty, any investigation or investigation, assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of any Hazardous Materials Material at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority Person or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Law. All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by the Borrower or any Loan Party or Restricted Subsidiary have been disposed of in a manner reasonably expected not reasonably expected, individually to result in liability to the Borrower or in the aggregate, to have a Material Adverse Effectany Subsidiary.