Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or to the knowledge of the Loan Parties has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except (a) The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and any material claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as would not cause a liability to result thereof the Loan Parties Company has reasonably concluded that such Environmental Laws and their Subsidiariesclaims could not, individually or in the aggregate, in excess reasonably be expected to have a Material Adverse Effect. (b) Each of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Mortgaged Properties and all operations at the Facilities Mortgaged Properties 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 any Loan Party or any Subsidiary at such time (the “Businesses”)Mortgaged Properties, and there are no conditions relating to the Facilities or the Businesses Mortgaged Properties that could give rise to liability under any applicable Environmental Laws. (b) To Liability, except, in each case, as could not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the best knowledge of the BorrowerCompany, none threatened claims or proceedings under Environmental Laws, including any such claims for liabilities under CERCLA relating to the disposal of the Facilities containsHazardous Materials, against any Mortgaged Property, or has previously containedagainst any Loan Party with respect to any Mortgaged Property, except to the extent that the aggregate effect of all such claims and proceedings could not reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Hazardous Materials atMortgaged Property that, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the BorrowerCompany, no Loan Party nor could reasonably be expected (i) to form the basis of 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 Liability against any Loan Party or any Mortgaged Property, or (ii) to cause any Mortgaged Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Mortgaged Property by the Loan Parties under any applicable Environmental Law, except to the extent that the aggregate effect of such facts, circumstances, conditions or occurrences could not reasonably be expected to have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, a Material Adverse Effect. Hazardous Materials have not been transported or disposed of from the FacilitiesMortgaged Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Mortgaged Properties or any other location, in each case by or on behalf of any the Loan Party or any Subsidiary Parties in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, except as could not reasonably be expected to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as have 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Material Adverse Effect. Hazardous Materials at have not been released on or from the Facilitiesany Mortgaged Property where such release, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of individually or in amounts or in the aggregate, may reasonably be expected to have a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.

Environmental Compliance. Except in each case as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary of its Subsidiaries (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 any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party Borrower nor any Subsidiary of its Subsidiaries 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 any of the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party the Borrower or any Subsidiary of its Subsidiaries in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the any Loan PartiesParty, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary of its Subsidiaries 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary of its Subsidiaries in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as shown on Schedule 5.16 or except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities containsBorrowers or Non-Borrower Subsidiaries, nor any operator of their properties, is in violation, or has previously contained, any Hazardous Materials at, on or under the Facilities alleged to be in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrowerjudgment, Hazardous Materials have not been transported or disposed of from the Facilitiesdecree, or generatedorder, treatedlicense, stored or disposed of at, on or under any of the Facilities rule or any other locationApplicable Law pertaining to environmental matters, in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposalthose arising under RCRA, CERCLA, the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local or Canadian federal or provincial statute, regulation, ordinance, order or decree relating to health, safety or the environment (the “Environmental Laws”); and (b) (i) no portion of the Real Property has been used by the Borrowers or Non-Borrower Subsidiaries for the handling, processing, storage or disposal of Hazardous Materials and no underground tank or other underground storage receptacle for Hazardous Materials is located on such properties; (ii) in the course of any Loan Party activities conducted by the Borrowers or Non-Borrower Subsidiaries, or, to the Borrowers’ knowledge by any Subsidiary other operators of the Real Property, no Hazardous Materials have been generated or are being used on such properties; and (iii) to the Borrowers’ knowledge, there have been no unpermitted Environmental Releases or threatened Environmental Releases of Hazardous Materials on, upon, into or from the Real Property. For the avoidance of doubt, notwithstanding anything in connection this Agreement to the contrary, the Borrowers and Non-Borrower Subsidiaries shall not be prohibited from handling, processing, storing, transporting or disposing of Hazardous Materials in accordance in all material respects with the Facilities Applicable Law, unless a Material Adverse Effect has resulted or otherwise in connection with the Businesseswould reasonably be expected to result from such handling, in violation of processing, storing, transporting or in amounts or in a manner that could give rise to liability under Environmental Lawsdisposal.

Environmental Compliance. Except as would disclosed on Schedule 5.09, or as otherwise could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each of the The facilities and real properties currently or formerly owned, leased or operated by any Loan Party the Borrower, or any Subsidiary of its respective Restricted Subsidiaries (the “FacilitiesProperties”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, do not contain any Hazardous Materials at, on or under the Facilities in amounts or concentrations that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental LawsLaw. (cb) To the best knowledge None of the Borrower, no Loan Party nor any Subsidiary of its respective Restricted Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or liability under Environmental Laws with regard to any of the Facilities Properties or the Businessesbusiness operated by the Borrower, nor does or any Responsible Officer of its Restricted Subsidiaries (the “Business”), or any Loan Party have knowledge or reason to believe that prior business for which the Borrower has retained liability under any such notice will be received or is being threatenedEnvironmental Law. (dc) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been 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 any Loan Party or any Subsidiary Properties in violation of, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (ed) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, threatened under any Environmental Law to which any Loan Party the Borrower, or any Subsidiary of its Restricted Subsidiaries is or or, to the knowledge of the Borrower, will be named as a partyparty or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the FacilitiesProperties, or arising from or related to the operations (includingof the Borrower, without limitation, disposal) of any Loan Party or any Subsidiary of its Restricted Subsidiaries in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (f) The Properties and all operations at the Properties are in compliance with all applicable Environmental Laws. (g) The Borrower, and each of its Restricted Subsidiaries has obtained, and is in compliance with, all Environmental Permits required for the conduct of its businesses and operations, and the ownership, occupation, operation and use of its Property, and all such Environmental Permits are in full force and effect.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each Each of the facilities and real properties owned, leased or operated by any Loan Party or any Restricted 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 any Loan Party or any Restricted Subsidiary at such time (the “Businesses”), and and, to the knowledge of the Responsible Officers of the Loan Parties, there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or or, to the knowledge of the Responsible Officers of the Loan Parties, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no No Loan Party nor any Restricted 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted 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 any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, to the knowledge of the Responsible Officers of the Loan Parties, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. (g) There have been no accidents, explosions, implosions, collapses or flooding at or otherwise related to the properties owned or operated by any Loan Party or any other Restricted Subsidiary for which any Loan Party or any other Restricted Subsidiary has any pending or ongoing liability or reasonably expects to incur liability.

Environmental Compliance. (a) There are no pending or, to the knowledge of any Credit Party, threatened claims, actions, suits, notices of violation, notices of potential responsibility or proceedings against the Borrower or any of its Restricted Subsidiaries alleging potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as would not cause reasonably be expected to have, individually or in the aggregate, a liability Material Adverse Effect, (i) there is no asbestos or asbestos-containing material on any Property currently owned, leased or operated by any Credit Party or any of its Restricted Subsidiaries; and (ii) there has been no Release of Hazardous Materials at, on, under or from any Property currently, or to the Loan Parties and their knowledge of any Credit Party, formerly owned or operated by any Credit Party or any of its Restricted Subsidiaries. (c) Neither any Credit Party nor any of its Restricted Subsidiaries is undertaking, or has completed, either individually or together with other persons, any investigation or response action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law, except for such investigation or response action that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (d) All Hazardous Materials transported by or on behalf of any Credit Party or any of its Restricted Subsidiaries from any Property currently or, to the knowledge of any Credit Party, formerly owned or operated by any Credit Party or any of its Restricted Subsidiaries for off-site disposal have been disposed of in compliance in all material respects with all applicable Environmental Laws, except as would not reasonably be expected to result, individually or in the aggregate, in excess 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 Threshold Amount:Credit Parties or any of their Restricted Subsidiaries has contractually assumed any liability or obligation of any third party under or relating to any applicable Environmental Law. (af) To Except as would not reasonably be expected to result, individually or in the best knowledge of the Borroweraggregate, in a Material Adverse Effect, each Credit Party and each of the facilities its Restricted Subsidiaries (including with respect to their respective businesses, operations and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”Properties) is and all operations at the Facilities are has been 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiariescould not, individually or in the aggregate, reasonably be expected to result in excess a Material Adverse Effect: (i) the Loan Parties and their respective Subsidiaries and their respective operations and facilities are in compliance with applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the Threshold Amount: (a) To the best knowledge business, properties and facilities of the BorrowerLoan Parties and their respective Subsidiaries under applicable Environmental Laws, each and compliance with the terms and conditions thereof; (ii) none of the facilities and real properties owned, leased Loan Parties or operated by their respective Subsidiaries has received any written communication that alleges that any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities of their respective Subsidiaries are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to the Facilities or the businesses operated by which any Loan Party or any Subsidiary at such time (the “Businesses”)has received written notice, and there are no conditions relating to the Facilities written notice by any person or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 entity alleging actual or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of on the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 part of any Loan Party or any Subsidiary in violation of, of their respective Subsidiaries based on or in a manner that would be reasonably likely pursuant to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is Law pending or, to the knowledge Loan Parties’ or their Subsidiaries’ knowledge, threatened against any of the Responsible Officers them; (iv) none of the Loan PartiesParties or their respective Subsidiaries is conducting or paying for, threatenedin whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law to which any Loan Party Law; and (v) there are no actions, conditions or any Subsidiary is or will be named as a partyoccurrences, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) the Release or threatened Release of any Loan Party or any Subsidiary Hazardous Materials, that could reasonably be expected to result in connection with the Facilities or otherwise in connection with the Businesses, in a violation of or in amounts or in a manner that could give rise to liability under any Environmental LawsLaw on the part of the Loan Parties and their respective Subsidiaries.

Environmental Compliance. Except as would not cause a liability described in the Registration Statement, the Company (i) is, and at all times prior hereto within the applicable statute of limitations has been, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the Loan Parties protection of human health or safety, the environment, or natural resources, or imposing liability or standards of conduct concerning any Hazardous Material (as defined below) (“Environmental Laws”) applicable to the Company, which compliance includes, without limitation, obtaining, maintaining and their Subsidiariescomplying with all permits and authorizations and approvals required by Environmental Laws to conduct it business, (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, (iii) is in material compliance with all terms and conditions of any such permits, licenses or other approvals and (iv) has not received notice of any actual or alleged violation of Environmental Law and does not have any potential liability in connection with the release into the environment of any Hazardous Material, except for and such instances of noncompliance, failures to obtain or maintain required permits, licenses or approvals or to comply with the terms and conditions of such permits, licenses or approvals, notices of alleged violation or liabilities in connection with such releases that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in excess the Registration Statement, (x) there are no proceedings pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than any such proceedings with respect to which it is reasonably believed that no monetary sanctions of $50,000 or more will be imposed and (y) the Threshold Amount: Company does not anticipate material capital expenditures relating to Environmental Laws other than those incurred in the ordinary course of business for the purchase of equipment used in its business activities. The term “Hazardous Material” means (aA) To any “hazardous substance” as defined in the best knowledge Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the BorrowerResource Conservation and Recovery Act of 1976, each of as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation meaning of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Neither any Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. (a) There are no pending or, to the knowledge of the Lead Borrower, threatened claims, actions, suits, notices of violation, notices of potential responsibility or proceedings by or against the Company or any Subsidiary alleging potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as would could not cause reasonably be expected to have, individually or in the aggregate, a liability to Material Adverse Effect, (i) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any other Subsidiary; and (ii) there has been no Release of Hazardous Materials by any of the Loan Parties and their or any other Subsidiary at, on, under or from any location in a manner which would reasonably be expected to give rise to liability under applicable Environmental Laws. (c) [Reserved]. (d) Neither the Company nor any of its Subsidiaries is undertaking, or has completed, either individually or together with other persons, any investigation or response action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials transported from any property currently or, to the knowledge of the Company or its Subsidiaries, formerly owned or operated by any Loan Party or any other Subsidiary for off-site disposal have been disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in excess a Material Adverse Effect. (f) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Threshold Amount:Loan Parties nor any other Subsidiary has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (ag) To Except as could not reasonably be expected to result, individually or in the best knowledge of aggregate, in a Material Adverse Effect, the BorrowerLoan Parties and each other Subsidiary and their respective businesses, each of the facilities operations and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) are and all operations at the Facilities are have been 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except in each case as would not cause a liability to where the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess existence and/or occurrence of any of the Threshold Amountfollowing could not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge All of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Real Estate and all operations at the Facilities Real Estate are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities Real Estate or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)operations conducted thereon, and there are no conditions relating to the Facilities Real Estate or the Businesses operations conducted thereon that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge None of the Borrower, none of the Facilities contains, or has previously contained, Real Estate contains any Hazardous Materials at, on or under the Facilities Real Estate in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party nor any No Obligor or Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regardingthat remains unresolved or is currently outstanding with regard to, 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 Real Estate or the Businessesoperations conducted thereon, nor does any Responsible Senior Officer of any Loan Party Obligor or Restricted Subsidiary or the general partner of any Obligor or Restricted Subsidiary have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesReal Estate, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Estate or any other location, in each case by or on behalf of any Loan Party Obligor or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Senior Officers of Obligors and their Restricted Subsidiaries or the Loan Partiesgeneral partner of any Obligor or Restricted Subsidiary, threatened, under any Environmental Law to which any Loan Party Obligor or any Restricted 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 any Loan Party, any SubsidiaryObligor or Restricted Subsidiaries, the Facilities Real Estate or the Businessesoperations conducted thereon. (f) To the best knowledge of the Borrower, there There has been no release Environmental Release, or threat of release Environmental Release, of Hazardous Materials at or from the FacilitiesReal Estate, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Party Obligor or any Restricted Subsidiary in connection with the Facilities Real Estate or otherwise in connection with the Businessesoperations conducted thereon, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each Each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatenedthreatened in writing. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposalincluding disposal of Hazardous Materials) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would disclosed and described in Schedule 6.09 attached hereto and except for matters that could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Real Properties and all operations at the Facilities Real Properties are in material compliance with all applicable Environmental Laws, and there is no material violation of any Environmental Law with respect to the Facilities Real Properties or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no material conditions relating to the Facilities Real Properties or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge None of the Borrower, none of the Facilities Real Properties contains, or has previously contained, any Hazardous Materials at, on or under the Facilities Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to material liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan No Credit Party 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 Real Properties or the Businesses, nor does any Responsible Officer of any Loan Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesReal Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Properties or any other location, in each case by or on behalf of any Loan Credit Party or any Subsidiary in violation of, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Loan Credit Parties, threatened, under any Environmental Law to which any Loan Credit Party 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 any Loan Party, any Subsidiarythe Credit Parties, the Facilities Real Properties or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release material release, or threat of release release, of Hazardous Materials at or from the FacilitiesReal Properties, or arising from or related to the operations (including, without limitation, disposal) of any Loan Credit Party or any Subsidiary in connection with the Facilities Real Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the BorrowerResponsible Officers of the Credit Parties, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary the Consolidated Parties (the “Sabra Facilities”) and all operations at with respect to each of the Sabra 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 any Loan Party or any Subsidiary at such time (the “Businesses”), Laws in all material respects and there are no conditions relating to the Sabra Facilities or the Businesses businesses of the Consolidated Parties that could are likely to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the BorrowerResponsible Officers of the Credit Parties, none of the Sabra Facilities contains, or has previously contained, any Hazardous Materials Substances at, on or under the Facilities such property in amounts or concentrations that constitute or constituted constitutes a violation of, or could give rise to liability under, applicable Environmental Laws. (c) To the best knowledge of the BorrowerResponsible Officers of the Credit Parties, no Loan Consolidated Party 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 Sabra Facilities or the Businessesbusinesses of the Consolidated Parties, nor does any Responsible Officer of any Loan Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the BorrowerResponsible Officers of the Credit Parties, Hazardous Materials Substances have not been transported or disposed of from at the Sabra Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other locationFacilities, in each case by or on behalf of any Loan Party or any Subsidiary of the Consolidated Parties, in violation of, or in a manner that would be reasonably is likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the BorrowerResponsible Officers of the Credit Parties, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, or threatened, under any Environmental Law to which any Loan Consolidated Party 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 any Loan Consolidated Party, any Subsidiary, the Sabra Facilities or the Businesses. (f) To the best knowledge businesses of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsConsolidated Parties.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To Except as set forth on Schedule 8.8 to the best knowledge of the BorrowerInformation Certificate, each of the facilities Borrower and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Lawshave not generated, and there is no violation used, stored, treated, transported, manufactured, handled, produced or disposed of any Environmental Law with respect to the Facilities Hazardous Materials, on or the businesses operated off its premises (whether or not owned by it) in any Loan Party or manner which at any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under violates any applicable Environmental LawsLaw or any license, permit, certificate, approval or similar authorization thereunder and the operations of Borrower and any Subsidiary complies in all material respects with all Environmental Laws and all licenses, permits, certificates, approvals and similar authorizations thereunder. (b) To Except as set forth on Schedule 8.8 to the Information Certificate, there has been no investigation, 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 Borrower's knowledge threatened, with respect to any non-compliance with or violation of the Borrowerrequirements of any Environmental Law by Borrower and any Subsidiary or the release, none spill or discharge, threatened or actual, of any Hazardous Material or the Facilities containsgeneration, use, storage, treatment, transportation, manufacture, handling, production or has previously contained, disposal of any Hazardous Materials ator any other environmental, on health or under the Facilities in amounts safety matter, which affects Borrower or concentrations that constitute its business, operations or constituted a violation ofassets or any properties at which Borrower has transported, stored or could give rise to liability under, Environmental Lawsdisposed of any Hazardous Materials. (c) To the best knowledge Borrower and its Subsidiaries have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of the Borrower, no Loan Party 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 Hazardous Materials or the Businessesgeneration, nor does any Responsible Officer use, storage, treatment, transportation, manufacture, handling, production or disposal of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedHazardous Materials. (d) To Borrower and its Subsidiaries have all licenses, permits, certificates, approvals or similar authorizations required to be obtained or filed in connection with the best knowledge operations of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, Borrower under any Environmental Law to which any Loan Party and all of such licenses, permits, certificates, approvals or any Subsidiary is or will be named as a party, nor similar authorizations are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businessesvalid and in full force and effect. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as disclosed on Schedule 5.09 and except as to matters that would not cause reasonably be likely to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of a Responsible Officer of the BorrowerCompany, each of the facilities and real properties currently owned, leased or operated by the Company, or by any Loan Party or any Subsidiary of its respective Restricted Subsidiaries (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 any Loan Party or any Subsidiary at such time (the “BusinessesProperties”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, do not contain any Hazardous Materials at, on or under the Facilities in amounts or concentrations that which (i) constitute or constituted a violation of, or could (ii) would reasonably be expected to give rise to liability under, any applicable Environmental LawsLaw. (cb) To the best knowledge None of the BorrowerCompany, no Loan Party nor any Subsidiary of its Restricted Subsidiaries, has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or liability under Environmental Laws with regard to any of the Facilities Properties or the Businesses, nor does business operated by the Company or by any of its Restricted Subsidiaries (the “Business”). (c) To the knowledge of a Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the BorrowerCompany, Hazardous Materials have not been transported or disposed of from the FacilitiesProperties by the Company or any Restricted Subsidiary in violation of, or in a manner or to a location which would reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on by the Company or any Restricted Subsidiary at or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary Properties in violation of, or in a manner that would reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (ed) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the a Responsible Officers Officer of the Loan PartiesCompany, threatened, threatened in writing under any Environmental Law to which any Loan Party the Company, or any Subsidiary of its Restricted Subsidiaries is or or, to the knowledge of a Responsible Officer of the Company, will be named as a partyparty or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) To the best knowledge of a Responsible Officer of the BorrowerCompany, there has been no release or threat of release of Hazardous Materials at or from the FacilitiesProperties, or arising from or related to the operations (includingof the Company, without limitation, disposal) of any Loan Party or any Subsidiary of its Restricted Subsidiaries in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (f) The Company, and each of its Restricted Subsidiaries, has obtained (or in a timely manner applied for), and is in compliance with, all Environmental Permits required for its business, as currently conducted, and all such Environmental Permits are in full force and effect.

Environmental Compliance. Except as would not cause a liability Except, with respect to the Loan Parties Borrowing Base Properties, as disclosed and their Subsidiariesdescribed in Schedule 6.09 attached hereto and, individually or in with respect to all Real Properties, where the aggregate, in excess occurrence and/or existence of any of the Threshold Amountfollowing could not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Real Properties and all operations at the Facilities Real Properties are in material compliance with all applicable Environmental Laws, and there is no material violation of any Environmental Law with respect to the Facilities Real Properties or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Real Properties or the Businesses that could give rise to material liability of any Consolidated Party under any applicable Environmental Laws. (b) To None of the Real Properties contains, or, to the best knowledge of the BorrowerConsolidated Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities Real Properties in amounts or concentrations that constitute or constituted a material violation of, or could give rise to material liability of any Consolidated Party under, Environmental Laws. (c) To In the best knowledge of the Borrowerpast five (5) years, no Loan Consolidated Party 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 Real Properties or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesReal Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Properties or any other location, in each case by or on behalf of any Loan Consolidated Party or any Subsidiary in material violation of, or in a manner that would be reasonably likely to could give rise to material liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Consolidated Party 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 binding administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiarythe Consolidated Parties, the Facilities Real Properties or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesReal Properties, or arising from or related to the operations (including, without limitation, disposal) of any Loan Consolidated Party or any Subsidiary in connection with the Facilities Real Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to material liability of any Consolidated Party under Environmental Laws.

Environmental Compliance. Neither the Company nor any of the Subsidiaries is in violation, or has received written notice of any violation with respect to, any applicable environmental, safety or similar law, regulation or rule applicable to the business of the Company or any of the Subsidiaries, except any such violation of law, regulation or rule that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have received all permits, licenses or other approvals required of them under applicable federal and state occupational safety and health and environmental laws, regulations and rules to conduct their respective businesses, and the Company and the Subsidiaries are in compliance with all terms and conditions of any such permit, license or approval, except any such violation of law, regulation or rule, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as would not cause a liability otherwise disclosed in the Commission Documents, (A) none of the Operating Partnership, the Company, any of the Subsidiaries nor, to the Loan Parties Knowledge of the Operating Partnership and their Subsidiariesthe Company, any other owners of the property at any time or any other party has at any time, handled, stored, treated, transported, manufactured, spilled, leaked, or discharged, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, in, under, to or from any real property leased, owned or controlled, including any real property underlying any loan held or to be held by the Company or the Subsidiaries (collectively, the “Real Property”), other than by any such action taken in compliance with all applicable Environmental Statutes (hereinafter defined) or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (B) the Operating Partnership and the Company do not intend to use the Real Property or any subsequently acquired properties for the purpose of using, handling, storing, treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (C) none of the Operating Partnership, the Company, nor any of the Subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters on or adjacent to the Real Property or any other real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; (D) none of the Operating Partnership, the Company, nor any of the Subsidiaries has received any written notice of, or has any Knowledge of any occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under or pursuant to any federal, state or local environmental statute, regulation or rule or under common law, pertaining to Hazardous Materials on or originating from any of the Real Property or any assets described in the Commission Documents or any other real property owned or occupied by any such party or arising out of the conduct of any such party, including without limitation a claim under or pursuant to any Environmental Statute; (E) the Real Property is not included or, to the Company’s and the Operating Partnership’s Knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601-9675 (the “CERCLA”) by the United States Environmental Protection Agency or, to the Operating Partnership’s and the Company’s Knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Statute or issued by any other Governmental Authority (as hereinafter defined); and (F) in the operation of the Company’s and the Operating Partnership’s businesses, the Company acquires, before acquisition of any real property, an environmental assessment of the real property and, to the extent they become aware of any condition that would reasonably be expected to result in liability associated with the presence or release of a Hazardous Material, or any violation or potential violation of any Environmental Statute, the Company and the Operating Partnership take all commercially reasonable action necessary or advisable (including any capital improvements) for clean-up, closure or other compliance with such Environmental Statute. There are no costs or liabilities associated with the Real Property pursuant to any Environmental Statute (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with any Environmental Statute or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that, individually or in the aggregate, in excess would reasonably be expected to have a Material Adverse Effect. None of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased entities that prepared Phase I or operated by any Loan Party 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 other environmental assessments with respect to the Facilities Real Property was employed for such purpose on a contingent basis or has any substantial interest in the businesses operated by any Loan Party Company or any Subsidiary at such time (of the “Businesses”)Subsidiaries, and there are no conditions relating none of their directors, officers or employees is connected with the Company or any of the Subsidiaries as a promoter, selling agent, trustee, officer, director or employee. None of the Operating Partnership, the Company nor any Subsidiary knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Real Property or any part thereof that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Real Property complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the Facilities or extent there is a failure to comply, such failure does not materially impair the Businesses that could give rise to liability under value of any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none Real Property and will not result in a forfeiture or reversion of title. None of the Facilities containsOperating Partnership, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or verbal notice ofzoning change affecting the Real Property or any part thereof, and none of the Operating Partnership, the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which, individually or in the aggregate, if consummated would reasonably be expected to have a Material Adverse Effect. All liens, charges, encumbrances, claims, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability restrictions on or potential liability regarding environmental matters affecting the properties and assets (including the Real Property) of the Operating Partnership or compliance with Environmental Laws with regard to any of the Facilities or Subsidiaries that are required to be described in the Businesses, nor does any Responsible Officer Commission Documents are disclosed therein. No lessee of any Loan Party have knowledge or reason to believe that portion of any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or Real Property is in default under any of the Facilities leases governing such properties and there is no event which, but for the passage of time or the giving of notice or both would constitute a default under any of such leases, except such defaults that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No tenant under any lease pursuant to which the Operating Partnership or any other locationof the Subsidiaries leases any Real Property has an option or right of first refusal to purchase the premises leased thereunder or the building of which such premises are a part, except as such options or rights of first refusal that, individually or in each case by the aggregate, if exercised, would not reasonably be expected to have a Material Adverse Effect. As used herein, “Hazardous Material” includes, without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, or on behalf of any Loan Party related materials, asbestos or any Subsidiary in violation ofhazardous material as defined by any federal, state or in a manner that would be reasonably likely to give rise to liability underlocal environmental law, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no judicial proceeding regulation or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (rule including, without limitation, disposalthe CERCLA, the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sections 1801-1819, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901-6992K, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Sections 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2671, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136-136y, the Clean Air Act, 42 U.S.C. Sections 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Sections 1251-1387, the Safe Drinking Water Act, 42 U.S.C. Sections 300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. Sections 651-678, as any of the above statutes may be amended from time to time, and in the regulations promulgated pursuant to each of the foregoing (individually, an “Environmental Statute” and collectively the “Environmental Statutes”) of or by any Loan Party federal, state or any Subsidiary local governmental authority having or claiming jurisdiction over the properties and assets described in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in Commission Documents (a manner that could give rise to liability under Environmental Laws“Governmental Authority”).

Environmental Compliance. Except as where the Borrower or its Subsidiaries would not cause a liability to have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the Loan Parties and their Subsidiariesfailure or related circumstance described below otherwise could not, individually or in the aggregate, in excess of the Threshold Amountreasonably be expected to have a Material Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Real Properties and all operations at the Facilities Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental LawsLaws and permits, and there is no violation of any Environmental Law or permit with respect to the Facilities Real Properties or the businesses operated by any Loan Party or any Subsidiary at such time (of the “Businesses”)Borrower and its Subsidiaries, and there are no conditions relating to the Facilities Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge None of the Borrower, none of the Facilities Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Facilities Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental LawsLaws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL. (c) To the best knowledge of the Borrower, no Neither any Loan Party nor any of its Subsidiaries is undertaking, and 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 of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, 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 Real Properties or the Businesses, nor does any Responsible Officer of any Loan Party the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesReal Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Properties or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, the Borrower or any Subsidiary, the Facilities Real Properties, or the Businessesbusinesses of the Borrower and its Subsidiaries. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the FacilitiesReal Properties, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities Real Properties or otherwise in connection with the Businessesbusinesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: Borrower shall: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased comply (or operated by any Loan Party or any Subsidiary (the “Facilities”cause compliance) and at all operations at the Facilities are in compliance times with all applicable Environmental Laws, and (b) promptly take, or cause to be taken, any and all necessary remedial actions upon obtaining knowledge of the presence, storage, use, disposal, transportation, release or discharge of any Hazardous Materials on, under or about the Mortgaged Property which has a Material Adverse Effect or is in violation of any Environmental Laws. Borrower shall cause all remedial action with respect to Hazardous Material on, under or about the Mortgaged Property, to comply with all applicable Environmental Laws and the applicable policies, orders and directives of all federal, state and local Governmental Authorities. If Lender at any time has a reasonable basis to believe that there is no may be a violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party by, or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation arising thereunder of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from Borrower or related to the operations Mortgaged Property, Borrower shall, upon request from Lender, provide Lender with such reports, certificates, engineering studies and other written material or data as Lender may reasonably require to confirm compliance by Borrower and the Mortgaged Property with all applicable Environmental Laws. Borrower shall permit Lender, its authorized representatives, consultants or other Persons retained by Lender to enter upon, examine, test and inspect the Mortgaged Property with regard to compliance with Environmental Laws, the presence of Hazardous Materials and the environmental condition of the Mortgaged Property and properties adjacent to the Land. Such entry, examination, testing and inspecting and reporting shall be at the expense of Borrower if (including, without limitation, disposalx) an Event of any Loan Party Default has occurred or (y) Lender has reasonably determined that there may be a violation of Environmental Law or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability arising under Environmental LawsLaw, which expense shall be paid by Borrower to Lender within five (5) Business Days of written notice by Lender.

Environmental Compliance. Except for such matters as would not cause a liability set forth in the Disclosure Schedule pursuant to the Loan Parties and their Subsidiariesthis Section 4.17 or that, individually or in the aggregate, in excess of could not reasonably be expected to have a Material Adverse Effect on the Threshold AmountCompany: (a) To the best knowledge of the Borrower, Company and its Subsidiaries and each of the facilities their respective properties and real properties ownedoperations thereon are, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and within all operations at the Facilities are applicable statute of limitation periods have been, 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge Company and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of the Borrowertheir Properties, with all such Environmental Permits being currently in full force and effect, and none of the Facilities contains, Company or the Subsidiaries has previously contained, received any Hazardous Materials at, on written notice or under the Facilities in amounts otherwise has knowledge that any such existing Environmental Permit will be revoked or concentrations that constitute any application for any new Environmental Permit or constituted a violation of, renewal of any existing Environmental Permit will be protested or could give rise to liability under, Environmental Lawsdenied. (c) To there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the best knowledge Company’s knowledge, threatened against the Company or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the BorrowerProperties of the Company or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials in a condition in violation of any applicable standard under Environmental Law; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Company’s knowledge, threatened Release, of Hazardous Materials in violation of any applicable Environmental Law at, on, under or from the Company’s or any Subsidiary’s Properties, there are no Loan Party investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties. (f) neither the Company nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, asserting an alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with obligation under any applicable Environmental Laws with regard respect to any of the Facilities investigation, remediation, abatement, removal, or the Businesses, nor does any Responsible Officer monitoring of any Loan Party have knowledge Hazardous Materials at, under, or reason Released or threatened to believe be Released from any real properties offsite the Company’s or any Subsidiary’s Properties and, to the Company’s knowledge, there are no conditions or circumstances that any could reasonably be expected to result in the receipt of such notice will be received or is being threatenedwritten notice. (dg) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the BorrowerCompany’s knowledge, there has been no release exposure of any Person or threat of release of Property to any Hazardous Materials at as a result of or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities operations and businesses of any of the Company’s or otherwise in connection with the Businesses, in violation of or in amounts or in a manner Subsidiaries’ Properties that could give rise reasonably be expected to form the basis for a claim for damages or compensation. (h) The Company and the Subsidiaries have provided to the Lenders access to all material environmental site assessment reports, investigations and written studies (including those relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Company’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the BorrowerMaintain at all times all permits, each of the facilities licenses and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable other authorizations required under Environmental Laws, and there is no violation comply in all respects with all terms and conditions of any Environmental Law with respect to the Facilities or required permits, licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To Notify the best Bank promptly upon obtaining knowledge that (i) any Property previously or presently owned or operated is the subject of an environmental investigation by any Government Authority having jurisdiction over the enforcement of Environmental Laws, (ii) the Company or any of its Subsidiaries has been or may be named as a responsible party subject to Environmental Liability, or (iii) the Company obtains knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, Substance located on or under the Facilities any Property except in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Lawscompliance with all Requirements of Law. (c) To At any reasonable time following reasonable notice and as often as may be reasonably desired, permit the best knowledge Bank or an independent consultant selected by the Bank to conduct an environmental investigation satisfactory to the Bank for the purpose of determining whether the BorrowerCompany, no Loan Party nor any each 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 and its Property comply with Environmental Laws with regard to and whether there exists any of the Facilities condition or the Businessescircumstance which may require a cleanup, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees removal or other decrees, consent orders, administrative orders remedial action by the Company or other orders, or other administrative or judicial requirements outstanding under any Environmental Law a Subsidiary with respect to any Loan PartyHazardous Substance. The Company and its Subsidiaries shall facilitate such environmental audit. The Bank shall provide the Company, at the Company's request, with all reports and findings but the Company may not rely on such environmental investigation for any purpose. Any such environmental investigation of Property shall be at the Company's expense at any time following an Event of Default or upon the occurrence of an event described in Section 5.8(b) or at any time the Property is the subject of an environmental investigation by a Government Authority having jurisdiction over the enforcement of Environmental Laws; provided, however, that the Bank's environmental investigation shall not be at the Company's expense if (i) a Government Authority or a firm or firms of geotechnical engineers and/or environmental consultants hired by the Company and reasonably acceptable to the Bank shall undertake to make an environmental audit, and (ii) the Company shall provide the Bank at the Company's expense with, and the Bank shall be entitled to rely on, all reports and findings of such Government Authority or geotechnical engineers as soon as such reports and findings are made available to the Company. Notwithstanding the foregoing, nothing contained in this Agreement, or in the Related Documents, or in the enforcement of this Agreement or the Related Documents, shall constitute or be construed as granting or providing the right, power or capacity to the Bank to exercise (a) decision making control of the Company's or any Subsidiary's compliance with any environmental law, the Facilities or the Businesses. (fb) To the best knowledge day to day decision making of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party Company or any Subsidiary in connection with respect to (i) compliance with environmental laws or (ii) all or substantially all of the Facilities operational aspects of the Company or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsany Subsidiary.

Environmental Compliance. Except as would not cause a liability Seller represents and warrants to Purchaser that to Seller's knowledge: A) There is no pending claim, lawsuit, proceeding or other legal, quasi-legal, or administrative challenge concerning the Premises or the operation thereof or any condition thereon, and no such claim, lawsuit, proceeding or challenge is threatened by any person or entity. B) No asbestos-containing materials have been installed in or affixed to the Loan Parties and their Subsidiariesstructures on the Premises at any time during or prior to Seller's ownership thereof. C) No electrical transformers, individually fluorescent light fixtures or other electrical equipment containing PCBs are or have been installed in or affixed to the aggregate, in excess of the Threshold Amount:Premises at any time during or prior to Seller's ownership thereof. (aD) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) The Premises and all operations at thereon are not in violation of applicable law, and no governmental authority has served upon Seller any notice claiming any violation of any statute, ordinance or regulation or noting any need for repair, construction, alteration or installation with respect to the Facilities Premises or requiring any change in the means or methods of those conducting operation thereon. E) There are no hazardous wastes, substances, underground tanks or contaminants on, in, under or about the subject property. F) Further, no hazardous substances have ever been disposed of in, on or above the property, nor has Seller or Seller's affiliates ever used the property for the storage, manufacture, disposal, handling, transportation or use of any hazardous substances or wastes. For the purposes of this paragraph, the term "hazardous substances" shall mean and refer to asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuels or materials, radioactive materials, explosives, known carcinogens, petroleum products and by-products and any pollutant, contaminant, chemical, material or substance defined as hazardous or as a pollutant or a contaminant in, or the release or disposal of which is regulated by any environmental law. G) All underground storage tanks located on the property, if any, have been properly registered with all appropriate regulatory and governmental bodies and are otherwise in compliance with all applicable Environmental LawsFederal, State and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)local statutes, regulations, ordinances and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Lawsother regulatory requirements. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of Contributors' Knowledge, except as may be disclosed in the Borrower, each of Disclosure Schedule or the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary environmental reports listed therein (the “Facilities”"Environmental Reports") (true and all operations at correct copies of which have been made available to the Facilities Operating Partnership), the Properties are currently in compliance with all applicable Environmental LawsLaws and Environmental Permits. The Contributors have not received any written notice from the United States Environmental Protection Agency or any other federal, and there is no state, county or municipal entity or agency that regulates Hazardous Materials or public health risks or other environmental matters or any other private party or Person claiming any violation of of, or requiring compliance with, any Environmental Law Laws or Environmental Permits or demanding payment or contribution for any Release or other environmental damage in, on, under, or upon any of the Properties. To the Contributors' Knowledge, no investigation or litigation with respect to Hazardous Materials located in, on, under or upon any of the Facilities Properties is pending or has been overtly threatened in the last twelve months by any Governmental Entity or any third party. To Contributors' Knowledge, except as may be disclosed in the Disclosure Schedule or the businesses operated Environmental Reports, no environmental conditions exist at, on, under, upon or affecting the Properties or any portion thereof that would reasonably be likely to result in any material claim, liability or obligation under any Environmental Laws or Environmental Permit or any material claim by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Lawsthird party. (b) To the best knowledge Contributors' Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, (i) there are no underground storage tanks, PCB-containing equipment, asbestos containing materials, lead based paints, or dry cleaning facilities situated in, on, under, upon or affecting any of the BorrowerProperties, none (ii) there has not been any Release of any reportable quantities of Hazardous Materials at the Facilities containsProperties in violation of any Environmental Laws or Environmental Permits, and (iii) the Partnerships have not stored, transported, disposed of or treated, or has previously containedarranged for the transportation, disposal or treatment of, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 Properties or any other location, portion thereof except in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 compliance with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under all Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To The Borrower is not the best subject of any pending or to the knowledge of the BorrowerBorrower or any Responsible Officer, each threatened Environmental Claim, the Borrower is not subject to any order pursuant to any Environmental Law, and to the knowledge of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and Borrower there are no conditions relating facts or circumstances that are reasonably likely to the Facilities result in any material Environmental Claim or the Businesses that could give rise any order pursuant to liability under any applicable Environmental LawsLaw. (b) To the best knowledge The Borrower is not in violation of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities applicable Environmental Laws in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Lawsany material respect. (c) To The Borrower has obtained all material Environmental Permits necessary for the best knowledge use, occupancy and operation of the BorrowerProperties owned or leased by it or to be acquired by it pursuant to an Acquisition, no Loan Party nor such Environmental Permits are in full force and effect in all material respects, and the Borrower is not in violation of such Environmental Permits in 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 reason to believe that any such notice will be received or is being threatenedmaterial respect. (d) To The Borrower (i) is not the best subject of any pending or its knowledge of the Borrowerthreatened Governmental Proceeding by or before any Governmental Authority seeking to revoke, Hazardous Materials have not been transported terminate or disposed of from the Facilities, or generated, treated, stored or disposed of at, impose any material limitation on or under any of the Facilities or Environmental Permits and (ii) has not received any other location, in each case by or on behalf written notice from any Governmental Authority of any Loan Party non-compliance with or violation of any Subsidiary in violation ofmaterial Environmental Permit that, or in a manner that if left uncured, would be reasonably likely expected to give rise to liability under, any applicable result in the revocation or termination of such Environmental LawPermit. (e) To the best knowledge There has been no Release of Hazardous Material at or from any Property by the Borrower, no judicial proceeding any other person including any of its predecessors in interest or governmental or administrative action is pending any tenants thereof or, to the knowledge of the Responsible Officers Borrower during the period of the Loan Partiesownership, threatenedlease, under any Environmental Law to which any Loan Party operation 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of occupation by the Borrower, there has been no release any of its predecessors in interest or threat of release of Hazardous Materials any tenants thereof, at or from any real property formerly owned, leased, operated or occupied by the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the BusinessesBorrower, in violation of or each case in amounts or in a manner requiring investigation or remediation under any Environmental Law or that could reasonably be expected to give rise to any material liability under Environmental Laws. (f) The Borrower is not conducting or funding any investigation or remediation of any release of Hazardous Material. (g) The Borrower does not own or operate and has not owned or operated, any underground storage tanks that are used for or have been used for the storage, treatment or disposal of any Hazardous Material.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would be reasonably likely to give rise to liability under any applicable Environmental LawsLiability. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would be reasonably likely to give rise to liability under, any Environmental LawsLiability. (c) To Neither the best knowledge of the Borrower, no Loan Party Borrowers nor any Restricted Subsidiary (excluding the ETMC JV) has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, that is outstanding or unresolved 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party the Borrowers or any Restricted Subsidiary (excluding the ETMC JV) in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawLiability. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrowers or any Restricted Subsidiary (excluding the ETMC JV) 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 any Loan Partythe Borrowers, any SubsidiaryRestricted Subsidiary (excluding the ETMC JV), the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrowers or any Restricted Subsidiary (excluding the ETMC JV) in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would be reasonably likely to give rise to liability under any Environmental LawsLiability.

Environmental Compliance. Except as (i) Each of the Partnership Entities is, and at all times prior hereto has been, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional or local authority, relating to pollution, the protection of human health or safety, the environment, natural resources, or the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) no Partnership Entity has received notice or otherwise has knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except for any such instances of non-compliance with Environmental Laws, failures to receive required permits, licenses or other approvals or liabilities that would not cause a liability reasonably be expected to the Loan Parties and their Subsidiarieshave, individually or in the aggregate, a Material Adverse Effect. Except as described in excess the Registration Statement and the most recent Preliminary Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against any of the Threshold Amount: Partnership Entities under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (ay) To the best knowledge none of the Borrower, each Partnership Entities is aware of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in issues regarding compliance with all applicable Environmental Laws, and there is no violation including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of any Environmental Law with respect to of the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)Partnership Entities, and there are no conditions (z) none of the Partnership Entities anticipates material capital expenditures relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or or, to the best of the Borrower's knowledge, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no No Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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, orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to None of the Loan Parties and or their Subsidiaries, individually Subsidiaries nor any of their respective facilities or in the aggregate, in excess of the Threshold Amountoperations: (a) To the best knowledge of the Borrowerare subject to, each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously containedsubject of, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 proceedings regarding environmental matters or compliance with Environmental Laws with regard or Permits that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (b) lack any of the Facilities Permits required to conduct their business and operations under Environmental Law and the Loan Parties and their Subsidiaries are in compliance in all material respects with all obligations, terms and conditions set forth in said Permits; (c) have treated, stored, disposed of, arranged for the disposal of, transported, handled or released any Hazardous Material into the Businessessoil, nor does any Responsible Officer surface water or ground water in violation of any Loan Party Environmental Law or in a manner so as to give rise to Environmental Liability that, individually or in the aggregate, could reasonably be expected to have knowledge or reason to believe that any such notice will be received or is being threatened.a Material Adverse Effect; (d) To owe any duties, taxes or similar contributions (whether federal, state or municipal) relating to the best knowledge use or supply of water or the Borrowerdischarge or treatment of waste waters. All water supplied to and used by the Loan Parties and their Subsidiaries is supplied and used in material compliance with applicable Laws, Hazardous Materials have not been transported or disposed of from including tax laws and Environmental Laws. All wastewater discharged by the FacilitiesLoan Parties and their Subsidiaries is discharged in material compliance with applicable Laws, 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 any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable including tax laws and Environmental Law.Laws; or (e) To the best knowledge of the Borrowerare subject to any outstanding written order, no judicial proceeding consent, decree or governmental or administrative action is pending or, settlement agreement with any Person relating to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law Law, any claim giving rise to which any Loan Party Environmental Liability, 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 activity relating to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilitiesthat, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of individually or in amounts or in the aggregate, could reasonably be expected to have a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To With respect to the best knowledge Assets and any other Property (as defined in Article VIII of the Borrower, each of the facilities and real properties owned, leased this Agreement) owned or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at Seller, the Facilities are Seller is in compliance with all applicable Environmental LawsLaws (as defined in Article VIII of this Agreement) and has obtained and is in compliance with all permits, licenses, and there other authorizations required under any Environmental Law. There is no past or present event, condition or circumstance that is likely to interfere with the utilization of the Assets constituting a violation of Environmental Laws or resulting from any Environmental Law failure to comply therewith; (b) The Seller does not now and has not leased, operated, owned, or exercised managerial functions at any facilities or real property with respect to the Facilities which such facility or the businesses operated by real property is subject to any Loan Party or Proceeding (as defined in Article VIII of this Agreement) under any Subsidiary at such time (the “Businesses”)Environmental Law, and there are no conditions relating to the Facilities Seller is not aware of any facts or the Businesses circumstances that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted such a violation of, or could give rise to liability under, Environmental Laws.Proceeding; (c) To the best knowledge of the Borrower, There are no Loan Party nor any Subsidiary has received any written actions 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is Proceedings pending or, to the knowledge Seller's Knowledge (as defined in Article VIII of this Agreement), threatened against the Responsible Officers Seller under any Environmental Law, and the Seller has not received any notice (whether from any regulatory body or private person) of any violation, or potential or threatened violation, of any Environmental Law; (d) There are no actions or Proceedings pending or, to the Loan PartiesSeller's Knowledge, threatened, threatened under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, involving the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials any Polluting Substances (as defined in Article VIII of this Agreement) at or from on (i) any Property currently or in the Facilitiespast owned, operated or leased by the Seller or over which the Seller exercised managerial functions, or arising from (ii) at any Property where Polluting Substances generated by the Seller have been disposed; (e) There is no Property for which the Seller is or related was required to the operations (includingobtain any permit under an Environmental Law to construct, without limitationdemolish, disposal) of any Loan Party renovate, occupy, operate, or use such Property or any Subsidiary in connection with portion of it; (f) The Seller has not generated any Polluting Substances; (g) There has been no release of Polluting Substances by the Facilities or otherwise in connection with the Businesses, Seller in violation of any Environmental Law that would require any report or notification to any governmental or regulatory authority in amounts or on any Property; (h) The Seller is not under investigation or subject to pending or, to the Seller's Knowledge, threatened litigation by federal, state, or local officials or a private litigant as a result of any previous 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 that are not in a manner that could give rise to liability under conformity with any Environmental Law, and any Property previously containing such tanks has been remediated in compliance with all Environmental Laws; and (j) There is no asbestos-containing material on any Property of the Seller.

Environmental Compliance. Except as would not cause a liability The Partnership Parties (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the Loan Parties protection of human health or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their Subsidiariesrespective businesses, individually and (ii) have not received notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to have a Material Adverse Effect or has otherwise already been resolved. Except as described in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities Time of Sale Information and real properties ownedthe Offering Memorandum, leased or operated by any Loan Party or any Subsidiary (the “Facilities”A) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses proceedings that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrowerare pending, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Partnership Parties, threatenedknown to be contemplated, against any Partnership Parties under any Environmental Law to Laws in which any Loan Party or any Subsidiary a governmental authority is or will be named as also a party, nor other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B) the Partnership Parties are there not aware of any consent decrees issues regarding non-compliance by the Partnership Parties with Environmental Laws, or liabilities or other decreesobligations under Environmental Laws or concerning hazardous or toxic substances or wastes, consent orderspollutants or contaminants, administrative orders that could reasonably be expected to have a material effect on the capital expenditures, earnings or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge competitive position of the BorrowerPartnership Parties taken as a whole, there has been no release or threat of release of Hazardous Materials at or from and (C) the Facilities, or arising from or related Partnership Parties do not anticipate that the Partnership Parties will be required to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise incur material capital expenditures relating to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability set forth in Schedule 3.19, to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess knowledge of the Threshold AmountCompany and the Members: (a) To The Company and the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities Property are in compliance with all applicable Environmental Laws (as defined in Section 10.13(c)). There is no past or present event, condition or circumstance that could (1) interfere with the conduct of the business of the Company in the manner now conducted relating to such entity's compliance with Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b2) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or serve as the basis of liability pursuant to, any Environmental Law or (3) which could give rise to liability under, Environmental Laws.have a Material Adverse Effect upon the Company; (cb) To The Company and the best knowledge of the BorrowerProperty have not been, no Loan Party 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 and are not now subject to any of the Facilities or the Businessesactual, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesCompany, threatened, under any potential or threatened Proceeding pursuant to any Environmental Law and the Company has not received any notice (whether from any regulatory body or private person) of any actual or alleged violation of, or liability pursuant to, any Environmental Law; (c) With respect to which the Property, the Company was not required to obtain any Loan Party or any Subsidiary is or will be named as a partypermit, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orderslicense, or other administrative authorization under RCRA, FWPCA, TSCA, CAA, or judicial requirements outstanding any state or local counterparts to any of the foregoing. (d) The Company has not generated any Hazardous Substances for which it was required under an Environmental Law to execute any hazardous waste disposal manifest; (e) There are no underground or above ground storage tanks on or under the Property nor any Hazardous Substances (except for asbestos containing material ("ACM")) at, in, on, under or emanating from the Property in any quantity or concentration exceeding any standard or limit established pursuant to any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses.Law; (f) To There is no ACM present in the best knowledge Property, except non-friable ACM which can be managed in place in compliance with Environmental Laws without air monitoring, removal or encapsulation and which is managed under and in compliance with an operations and maintenance program. (g) For purposes of this Agreement, "Property" means the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary real property described in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.EXHIBIT C.

Environmental Compliance. Except as would not cause a liability Since their inception, neither the Company, nor any of its Subsidiaries have been, in violation of any applicable law relating to the Loan Parties environment or occupational health and safety, where such violation would have a Material Adverse Effect. The Company and its Subsidiaries (i) are in compliance with any and all Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their Subsidiariesrespective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the a Material Adverse Effect. “Facilities”) and all operations at the Facilities are in compliance with Environmental Laws” shall mean all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions laws relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge protection of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (environment including, without limitation, all requirements pertaining to reporting, licensing, permitting, controlling, investigating or remediating emissions, discharges, releases or threatened releases of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal) , transport or handling of any Loan Party hazardous substances, chemical substances, pollutants, contaminants or any Subsidiary toxic substances, material or wastes, whether solid, liquid or gaseous in connection nature. Other than as disclosed on Schedule 4(v), the Company and each of its Subsidiaries are also in compliance with the Facilities all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or otherwise in connection with the Businessesimposed under all Environmental Laws. There are no past or present events, in violation of conditions, circumstances, incidents, actions or omissions relating to or in amounts any way affecting the Company or in a manner its Subsidiaries that could violate or may violate any Environmental Law after the Closing Date or that may give rise to liability any environmental liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under any Environmental LawsLaw, or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of any hazardous substance where, in each of the foregoing clauses (i) and (ii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental Compliance. Except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Neither any Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as The Partnership Parties (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants and radioactive or biologic materials (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, except where such non-compliance with Environmental Laws or failure to receive required permits, authorizations or other approvals, would not cause a liability to the Loan Parties and their Subsidiariesnot, individually or in the aggregate, in excess of the Threshold Amount: have a Material Adverse Effect, (aii) To the best have not received notice or otherwise have knowledge of the Borrower, each any actual or alleged violation of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation or of any Environmental Law with respect to actual or potential liability for or other obligation concerning the Facilities presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants and radioactive or biologic materials. Except as described in the businesses operated by any Loan Party or any Subsidiary at such time Disclosure Package, (the “Businesses”), and x) there are no conditions proceedings that are pending, or known to be contemplated, against the Partnership Parties under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Partnership Parties are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Partnership Parties, and (z) none of the Partnership Parties anticipates material capital expenditures relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a described in the Registration Statement, the Disclosure Package and the Prospectus or as identified in the Omnibus Agreement, (i) each of the Partnership Entities is in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants applicable to such entity (“Environmental Laws”), which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses and (ii) none of the Partnership Entities has received notice or otherwise has knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability to for or other obligation concerning the Loan Parties and their Subsidiariespresence, individually disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in excess the Preliminary Prospectus or as identified in the Omnibus Agreement, (A) there are no proceedings that are pending, or known to be contemplated, against any of the Threshold Amount: Partnership Entities under Environmental Laws in which a governmental authority is also a party, other than such proceedings in which it is reasonably believed monetary sanctions of $100,000 or more will not be imposed, (aB) To the best knowledge none of the Borrower, each Partnership Entities is aware of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in non-compliance with all applicable Environmental Laws, and there is no violation of including any pending or proposed Environmental Law with respect Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)have a Material Adverse Effect, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (bC) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise Partnership Entities anticipates material capital expenditures relating to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 other than those incurred in the ordinary course of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedbusiness. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 compliance or potential liability Environmental 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 Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Credit Parties, threatened, under any Environmental Law to which any Loan Party 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 ordersorders of Governmental Authorities, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge Except as disclosed in Schedule 3.19(a), Seller has obtained all approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of the Borrowerall Governmental Authorities, each of the facilities or from any other Person, that are required under any Environmental Law. Schedule 3.19(a) sets forth all material permits, licenses and real properties owned, leased or operated by any Loan Party 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 other authorizations issued under any Environmental Law with respect relating to Seller, the Facilities Business or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental LawsTransferred Assets. (b) To Except as disclosed in Schedule 3.19(b), Seller is in compliance with all terms and conditions of all Permits of all Governmental Authorities (and all other Persons) required under all Environmental Laws that are used in the best knowledge of Business or that relate to Seller or the BorrowerTransferred Assets. Seller is also in compliance in all material respects with all other limitations, none of the Facilities containsrestrictions, conditions, standards, requirements, schedules and timetables required or has previously contained, any Hazardous Materials at, on or imposed under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, all Environmental Laws. (c) To Except as set forth in Schedule 3.19(c), there are no past or present events, conditions, circumstances, incidents, actions or omissions imposed on Seller relating to or in any way affecting Seller, the best knowledge of Business or the Borrower, no Loan Party nor any Subsidiary has received any written or verbal notice ofTransferred Assets that violate, or inquiry from any Governmental Authority regardingmay violate after the Closing, any violationEnvironmental Law, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard that may give rise to any Environmental Liability, or otherwise form the basis of any claim, action, demand, suit, Proceeding, hearing, study or investigation (i) under any Environmental Law, (ii) based on or related to the Facilities manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the Businessesemission, nor does any Responsible Officer discharge, release or threatened release of any Loan Party have knowledge Hazardous Substance or reason (iii) resulting from exposure to believe that any such notice will be received or is being threatenedworkplace hazards. (d) To the best knowledge of the BorrowerSeller has delivered to Buyer all environmental documents, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on studies and reports in its possession or under its control relating to: (i) any of the Facilities facilities or any other locationreal property ever owned, in each case operated or leased by Seller; or on behalf of any Loan Party 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. (eii) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities Liability of Seller or the BusinessesBusiness. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountSeller represents that: (a) To Seller is not in violation of any federal, state or local laws, statutes, codes, ordinances, rules, regulations, permits or orders relating to or addressing the best knowledge environment, heath, waste or safety (collectively, “Environmental Laws”), which shall include, but not be limited to, the use, handling or disposal of the Borrowerrecord keeping, each of the facilities notification and real properties ownedrecording requirements respecting any pollutant, leased hazardous substance, radioactive substance, toxic substance, solid waste, hazardous waste, medical waste, radioactive waste, special waste, petroleum or operated by any Loan Party petroleum derived substance or waste, asbestos, or any Subsidiary hazardous or toxic constituent thereof (the collectively “FacilitiesHazardous Substance”) or work place or worker safety and all operations at the Facilities health, nor have they received any written notices alleging that they are in compliance with all applicable violation of any such Environmental Laws; nor are they subject to any administrative or judicial proceeding alleging any violation of any such Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities federal, state or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)local laws, and there are no conditions statutes, codes, ordinances, rules, regulations, permits relating to the Facilities environment, health, medical waste or the Businesses that could give rise to liability under any applicable Environmental Lawssafety. (b) To There is no pending lawsuit or administrative proceeding or, to Seller’s knowledge, threatened claim alleging that Seller is liable under any Environmental Law, including, without limitation, any Environmental Law related to the best knowledge on-site or off-site disposal of the BorrowerHazardous Substances. Seller has not received written notice from any person, none of the Facilities containsincluding but not limited to any federal, state, or has previously containedlocal governmental agency, alleging that Seller is liable under any applicable Environmental Law, including without limitation, any Environmental Law, related to the on-site or off-site disposal of Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental LawsSubstances. (c) To the best knowledge Seller’s knowledge, there have been no releases, spills or discharges of the Borrower, no Loan Party nor any Subsidiary has received any written Hazardous Substances on 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 underneath any of the Facilities or real property leased by Seller which are the Businessesresponsibility of Seller, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have and Seller has not been transported or disposed of from the FacilitiesHazardous Substances on, or generated, treated, stored or disposed of at, on at or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Lawsuch properties. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or specifically disclosed in the aggregate, in excess of the Threshold AmountSchedule 5.12: (a) To the best knowledge The on-going operations of the Borrower, Borrower and each of its Subsidiaries comply in all respects with all Environmental Laws, except such non-compliance which would not (if enforced in accordance with applicable law) result in liability in excess of $7,000,000 in the facilities aggregate (exclusive of amounts payable under insurance policies and real properties ownedindemnity agreements which the Borrower or such Subsidiary reasonably expects to receive). (b) The Borrower and each of its Subsidiaries have obtained all licenses, leased or operated by permits, authorizations and registrations required under any Loan Party or any Subsidiary Environmental Law (the “FacilitiesEnvironmental Permits”) and necessary for their respective ordinary course operations, all operations at such Environmental Permits are in good standing, and the Facilities Borrower and each of its Subsidiaries are in compliance with all applicable material terms and conditions of such Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental LawsPermits. (c) To the best knowledge None of the Borrower, no Loan Party any of its Subsidiaries nor any Subsidiary has received of their respective present property or operations is subject to any outstanding written order from or verbal agreement with any Governmental Authority, nor subject to (i) any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material or (ii) to the extent that it could reasonably be expected to have a Material Adverse Effect, any claim, proceeding or written notice of, or inquiry from any Governmental Authority regardingPerson regarding any Environmental Law, any violation, alleged violation, non-compliance, liability Environmental Claim 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 reason to believe that any such notice will be received or is being threatenedHazardous Material. (d) To the best knowledge There are no Hazardous Materials or other conditions or circumstances existing with respect to any property of the Borrower, Hazardous Materials have not been transported Borrower or disposed of from the Facilitiesany Subsidiary, or generatedarising from operations prior to the Closing Date, treated, stored of the Borrower or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner its Subsidiaries that would reasonably be reasonably likely expected to give rise to Environmental Claims with a potential liability underof the Borrower and its Subsidiaries in excess of $5,000,000 in the aggregate for all such conditions, circumstances and properties. In addition, (i) neither the Borrower nor any Subsidiary has any underground storage tanks (x) that are not properly registered or permitted under applicable Environmental Law. Laws or (ey) To the best knowledge of the Borrower, no judicial proceeding that are leaking or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release disposing of Hazardous Materials at or from off-site, and (ii) the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability Borrower and its Subsidiaries have met all material notification requirements under applicable Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or disclosed in the aggregateEnvironmental Reports, in excess each of the Threshold Amount: Borrower and Operating Lessee represents, warrants and covenants, as to itself and its applicable Individual Property: (a) To to the best knowledge of the BorrowerBorrower and Operating Lessee, each of the facilities and real properties ownedthere are no Hazardous Substances or underground storage tanks in, leased on, or operated by any Loan Party or any Subsidiary under such Individual Property, except those that are both (the “Facilities”i) and all operations at the Facilities are in compliance with all applicable Environmental Laws and with permits issued pursuant thereto and (ii) which do not require Remediation; (b) there are no past, present or threatened Releases of Hazardous Substances in, on, under, from or affecting any Individual Property which have not been fully Remediated in accordance with Environmental Law; (c) there is no Release or threat of any Release of Hazardous Substances which has or is migrating to any Individual Property; (d) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any Individual Property which has not been fully Remediated in accordance with Environmental Law; (e) such Borrower and there is no violation Operating Lessee does not actually know of, and has not received, any written notice or other written communication from any Person (including but not limited to a governmental entity) relating to Hazardous Substances or the Remediation thereof, of possible liability of any Person pursuant to any Environmental Law Law, other environmental conditions in connection with respect to the Facilities or the businesses operated by any Loan Party Individual Property, or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 actual or potential liability regarding environmental matters administrative or compliance judicial proceedings in connection 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. foregoing; and (f) To the best knowledge of the Borrowersuch Borrower or Operating Lessee has truthfully and fully provided to Lender, there has been no release or threat of release of Hazardous Materials at in writing, any and all information relating to conditions in, on, under or from the Facilitieseach Individual Property that is known to such Borrower or Operating Lessee and that is contained in files and records of such Borrower or Operating Lessee, including but not limited to any reports relating to Hazardous Substances in, on, under or arising from or related such Individual Property and/or to the operations (including, without limitation, disposal) environmental condition of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawseach Individual Property.

Environmental Compliance. Except as would not cause a liability described in the Registration Statement and the Prospectus, the Partnership and the Subsidiaries (i) are in compliance with any and all applicable federal, state and local laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legally enforceable requirements relating to the Loan Parties protection of human health and safety, the environment or natural resources or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) have received or timely applied for and, as necessary and applicable, maintained all permits required of them under applicable Environmental Laws to conduct their Subsidiariesrespective businesses, (iii) are in compliance with all terms and conditions of any such permits, (iv) do not have any liability in connection with the release into the environment of any Hazardous Material and (v) have not been named as a “potentially responsibly party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any other analogous state Superfund statute, except where such noncompliance with Environmental Laws, failure to receive and maintain required permits, failure to comply with the terms and conditions of such permits, liability in connection with such releases or naming as a potentially responsible party under CERCLA would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in excess CERCLA, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law. Except as described in the Registration Statement and the Prospectus, (A) neither the Partnership nor any of the Threshold Amount: Subsidiaries is a party to a proceeding under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it believes no monetary penalties of $100,000 or more ultimately will be imposed against it and (aB) To neither the best knowledge Partnership nor any of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions Subsidiaries anticipate material capital expenditures relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the Loan Parties protection of human health and environmental safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their Subsidiariesrespective businesses, (iii) are in compliance with all terms and conditions of any such permit, license or approval, except as described in the Disclosure Package and the Prospectus or where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Lawsreasonably be likely to have a Material Adverse Effect, and there is no violation (iv) are not aware of any Environmental Law administrative or judicial action being contemplated by governmental authorities with respect to the Facilities Company or its subsidiaries relating to Environmental Laws, except as described in the Disclosure Package and the Prospectus or where such action would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; neither the Company nor any of its subsidiaries are subject to any consent decree or compliance or administrative order issued pursuant to, or are the subject of any pending investigation or litigation under, applicable Environmental Laws except for such actions, decrees, orders or investigations which are described in the Disclosure Package or the businesses operated by any Loan Party Prospectus or any Subsidiary at such time (the “Businesses”)do not and are not, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation of, individually or in a manner that would be the aggregate, reasonably likely to give rise have a Material Adverse Effect; and except as described in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is a party to liability undera governmental proceeding, any applicable Environmental Law. (e) To or will become a party to a governmental proceeding that is known by the best knowledge of the BorrowerCompany to be contemplated, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, arising under any Environmental Law to which any Loan Party the Company reasonably believes involves monetary sanctions, exclusive of interests and costs, of $300,000 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 any Loan Party, any Subsidiary, the Facilities or the Businessesmore. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the BorrowerCompany or any Subsidiaries, each of there is no Hazardous Material on, about, under or in, any property, real or personal, in which the facilities and real properties owned, leased or operated by any Loan Party Company or any Subsidiary has or has formerly had any interest in an amount or concentration which could constitute a violation that would result in a liability in excess of $25,000 or otherwise result in a liability in excess of $25,000 to the Company or any Subsidiary under any applicable Environmental Law. (b) There is no (and has not been any) off-site use, handling, storage or disposal or on-site use, handling, storage or disposal of Hazardous Material at or from any locations currently or formerly owned, leased, operated or occupied by the “Facilities”Company or any Subsidiary as a result of which use, handling, storage or disposal the Company could incur a material liability or obligation under any applicable Environmental Law. (c) Neither the Company nor any Subsidiary has received any verbal or written notice, citation, subpoena, summons, complaint or other correspondence or communication from any person with respect to the presence of any non-indigenous Hazardous Material upon, into, beneath, or emanating from or affecting any of the real property (including improvements) currently or formerly owned or occupied by the Company that could result in a liability to the Company or any Subsidiary in excess of $25,000. (d) There has been no intentional or unintentional, gradual or sudden, release, disposal or discharge by the Company or, to the Company's knowledge, by others, upon, into or beneath the real property (including improvements) currently or formerly owned or occupied by the Company or any Subsidiary that has caused or is causing soil or groundwater contamination which, under applicable Environmental Laws could require investigation or remediation or could otherwise create a material liability or obligation on the part of the Company or any Subsidiary. (e) The Company and all operations at the Facilities its Subsidiaries are in material 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 all required Environmental Permits and is in material compliance with the terms and conditions of all Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the BusinessesPermits. (f) To the best knowledge of the BorrowerCompany and its Subsidiaries after reasonable inquiry, there has been are no release Liens arising under or threat of release of Hazardous Materials at or from pursuant to any Environmental Law ("Environmental Liens") relating to any real property (including improvements thereon) currently owned by the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party Company or any Subsidiary Subsidiary. (g) There are no (i) underground storage tanks, (ii) polychlorinated biphenyl containing equipment or (iii) asbestos-containing materials at any site currently owned, operated or leased by the Company or any Subsidiary, except in connection compliance with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under all applicable Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess disclosed on Schedule 5.09 as of the Threshold AmountClosing Date, or as otherwise could not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Borrower, each of the The facilities and real properties currently or formerly owned, leased or operated by any Loan Party the Borrower, or any Subsidiary of its respective Restricted Subsidiaries (the “FacilitiesProperties”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, do not contain any Hazardous Materials at, on or under the Facilities in amounts or concentrations that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental LawsLaw. (cb) To the best knowledge None of the Borrower, no Loan Party nor any Subsidiary of its respective Restricted Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or liability under Environmental Laws with regard to any of the Facilities Properties or the Businessesbusiness operated by the Borrower, nor does or any Responsible Officer of its Restricted Subsidiaries (the “Business”), or any Loan Party have knowledge or reason to believe that prior business for which the Borrower has retained liability under any such notice will be received or is being threatenedEnvironmental Law. (dc) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been 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 any Loan Party or any Subsidiary Properties in violation of, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (ed) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, threatened under any Environmental Law to which any Loan Party the Borrower, or any Subsidiary of its Restricted Subsidiaries is or or, to the knowledge of the Borrower, will be named as a partyparty or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the FacilitiesProperties, or arising from or related to the operations (includingof the Borrower, without limitation, disposal) of any Loan Party or any Subsidiary of its Restricted Subsidiaries in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (f) The Properties and all operations at the Properties are in compliance with all applicable Environmental Laws. (g) The Borrower, and each of its Restricted Subsidiaries has obtained, and is in compliance with, all Environmental Permits required for the conduct of its businesses and operations, and the ownership, occupation, operation and use of its Property, and all such Environmental Permits are in full force and effect.

Environmental Compliance. Except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party Neither GFI 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 reason to believe that any such notice will be received or is being threatenedthreatened in writing. (d) To the best knowledge of the Borrower, 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 any Loan Party GFI 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party GFI or any Subsidiary is or (to such knowledge) 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 any Loan PartyGFI, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Party GFI or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities The Company and real properties owned, leased any Property owned or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities it are in compliance with all applicable Environmental LawsLaws and have obtained and are in compliance with all permits, licenses, and there other authorizations required under any Environmental Law. There is no past or present event, condition, or circumstance that is likely to interfere with the conduct of the business of the Company in the manner now conducted relating to such entity's compliance with Environmental Laws or constitute a material violation of thereof or which would have a Material Adverse Effect; (b) The Company does not now or has not leased, operated, owned, or exercised managerial functions at any Environmental Law facilities or real property with respect to the Facilities which such entity, facility, or the businesses operated by real property is subject to any Loan Party or actual proceeding under any Subsidiary at such time (the “Businesses”)Environmental Law, and there are no conditions relating to the Facilities Company is not aware of any facts or the Businesses circumstances that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted such a violation of, or could give rise to liability under, Environmental Laws.proceeding; (c) To the best knowledge of the Borrower, there are no Loan Party nor any Subsidiary has received any written actions 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is proceedings pending or, to the knowledge Knowledge of the Responsible Officers Company, threatened against the Company under any Environmental Law, and the Company has not received any notice (whether from any regulatory body or private person) of any violation, or potential or threatened violation, of any Environmental Law; (d) there are no actions or proceedings pending or, to the Knowledge of the Loan PartiesCompany, threatened, threatened under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, involving the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials any Polluting Substances at or from on (i) any property currently or in the Facilitiespast owned, operated, or arising from leased by the Company or related over which the Company exercised managerial functions; or (ii) at any property where Polluting Substances generated by the Company have been disposed; (e) there is no Property for which the Company is or was required to obtain any permit under an Environmental Law to construct, demolish, renovate, occupy, operate, or use such property or any portion of it; (f) to the operations Company's Knowledge, the Company has not generated any Polluting Substances; (including, without limitation, disposalg) there has been no release of any Loan Party or any Subsidiary in connection with Polluting Substances by the Facilities or otherwise in connection with the Businesses, Company in violation of any Environmental Law which would require any report or notification to any governmental or regulatory authority in amounts or on any property; (h) neither the Company nor any property is subject to investigation or, to the Knowledge of the Company, threatened or pending litigation by federal, state, or local officials or a private litigant as a result of any previous 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 which are not in a manner that could give rise to liability under conformity with any Environmental Law and any property previously containing such tanks has been remediated in compliance with all Environmental Laws; and (j) to the Knowledge of the Company, there is no asbestos containing material on any Property owned or operated by the Company.

Environmental Compliance. Except as to matters that would not cause a liability to the Loan Parties and their Subsidiariesnot, individually or in the aggregate, in excess of the Threshold Amountreasonably be expected to have a Material Adverse Effect: (a) To (i) no written notice, order, request for information, complaint or penalty has been received by Seller or any of its Subsidiaries, and (ii) there are no judicial, administrative or other actions, suits or proceedings pending or threatened, in the best knowledge case of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”i) and all operations at the Facilities are in compliance with all applicable Environmental Laws(ii), and there is no which allege a violation of any Environmental Law or allege the existence of any Environmental Liabilities and relate to the Purchased Assets, the Business or the assets of the Purchased Subsidiaries; and (b) Seller and its Subsidiaries have obtained or caused to be obtained all environmental permits necessary for the operation of the Purchased Assets, the Business and the assets of the Purchased Subsidiaries to comply with all applicable Environmental Laws and Seller and its Subsidiaries are in compliance, and have for the previous three years been in compliance, with the terms of such permits and, with respect to the Facilities or operation of the businesses operated by any Loan Party or any Subsidiary at such time (Purchased Assets, the “Businesses”)Business and the assets of the Purchased Subsidiaries, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any with all other applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.; (c) To With respect to the best knowledge Purchased Assets, the Business, or the assets of the BorrowerPurchased Subsidiaries, no Loan Party nor none of Seller or its Subsidiaries has at any Subsidiary has received any written or verbal notice time prior to the Closing treated, stored, disposed of, arranged for or inquiry permitted the disposal of, transported, handled, released, or exposed any Person to, any hazardous substance, material or waste, and no hazardous substances, waste or material at any time prior to the Closing has been released at, on, under or from any Governmental Authority regardingReal Property, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard in each case so as to give rise to any of the Facilities or the Businessesmaterial Liability, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that including any such notice will be received liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or is being threatened.attorney fees or material investigative, corrective or remedial obligations, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Environmental Law; and (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, Seller has furnished to Buyer all environmental audits and other written assessments and reports bearing on or under any of the Facilities or any other locationmaterial environmental liabilities, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely relating to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge current operations and facilities of the Borrower, no judicial proceeding Business and which are in its or governmental its Subsidiaries’ possession or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party its 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 any Loan Party, any Subsidiary, the Facilities or the Businessestheir reasonable control. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To Each Credit Party will, and will cause its Subsidiaries to, comply in all material respects ‎with all Environmental Laws and Environmental Permits applicable to their business, operations and ‎Real Property; obtain and maintain in full force and effect all material Environmental Permits ‎applicable to its business, operations and Real Property; and conduct all response, investigation, ‎remediation, cleanup or monitoring activity required by any governmental or regulatory authority or ‎any applicable Environmental Laws, and in accordance with, the best knowledge requirements of the Borrowerany governmental or ‎regulatory authority and applicable Environmental Laws.‎ (b) Each Credit Party will, each and will cause its Subsidiaries to, do or cause to be done all ‎things required by Environmental Laws to prevent any Release of the facilities and real properties Hazardous Materials in, on, at, under, ‎to or from any Real Property owned, leased or operated by any Loan Party of the Credit Parties or any Subsidiary (the “Facilities”) and all operations at the Facilities are their Subsidiaries ‎except in full compliance with all applicable Environmental LawsLaws or an Environmental Permit, and ensure ‎that there is shall be no violation of Hazardous Materials in, on, at, under or from any Environmental Law with respect to the Facilities Real Property owned, leased or the businesses operated ‎operated by any Loan Party of the Credit Parties or any Subsidiary at such time (the “Businesses”)their Subsidiaries except those that are present, used, stored, ‎handled and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any managed in material compliance with applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.Laws.‎ (c) To Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, ‎including response, investigation, remediation, cleanup or monitoring actions, necessary, at the best knowledge sole ‎cost and expense of the BorrowerCredit Parties, no Loan Party nor (i) to address any Subsidiary has received Release of Hazardous Materials in, on, at, ‎under, to or from any written Real Property owned, leased or verbal notice ofoperated by any of the Credit Parties or their ‎Subsidiaries as required pursuant to Environmental Law or the requirements of any governmental or ‎regulatory authority; (ii) to address as may be required by Environmental Law any environmental ‎conditions relating to any Credit Party, Subsidiary, or inquiry their respective business or operations or to any ‎Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries pursuant to ‎any reasonable written request of the Administrative Agent and, except for information and documents ‎to the extent covered by attorney client privilege or attorney work product doctrine, share with the ‎Administrative Agent all data, information and reports generated or prepared in connection therewith; ‎‎(iii) to keep any Real Property owned, leased or operated by any of the Credit Parties or their ‎Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law, ‎whether due to any act or omission of any Credit Party, Subsidiary or any other person; and (iv) to ‎promptly notify the Administrative Agent in writing of: (1) any material Release or threatened Release ‎of Hazardous Materials in, on, at, under, to, or from any Governmental Authority regardingReal Property owned, leased or operated by any ‎of the Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with the ‎terms and conditions of an Environmental Permit, (2) any material non-compliance with, or violation ‎of, any violationEnvironmental Law applicable to any Credit Party or Subsidiary, alleged violationany Credit Party’s or ‎Subsidiary’s business and any Real Property owned, non-complianceleased or operated by any of the Credit Parties or ‎their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any Real Property owned, ‎leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation, ‎remediation, cleanup or monitoring activity at any Real Property owned, leased or operated by any of ‎the Credit Parties or their Subsidiaries required to be undertaken pursuant to Environmental Law, and ‎‎(5) any notice or other communication received by any Credit Party from any person or governmental ‎or regulatory authority relating to any material Environmental Claim or material liability or potential liability regarding environmental matters ‎liability of any Credit Party or compliance with Environmental Laws with regard Subsidiary pursuant to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.Environmental Law.‎ (d) To If a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is ‎not reasonably curable within ten (10) days or shall be continuing for more than thirty (30) days ‎without the best knowledge Credit Parties commencing activities reasonably likely to cure such Default, the Credit ‎Parties shall, at the written request of the BorrowerAdministrative Agent, Hazardous (i) provide to the Administrative ‎Agent within forty-five (45) days after such request, at the expense of the Credit Parties, an ‎environmental assessment report regarding the matters which are the subject of such Default, ‎including, where appropriate, any soil and/or groundwater sampling, prepared by a nationally recognized ‎environmental consulting firm reasonably acceptable to the Administrative Agent and in the form and ‎substance reasonably acceptable to the Administrative Agent and evaluating the presence or absence of ‎Hazardous Materials and the estimated cost of any compliance or response action to address such ‎Default and findings; (ii) promptly undertake all actions required by applicable Environmental Law to ‎address any non-compliance with or violation of Environmental Law; (iii) promptly undertake all ‎response actions required by Environmental Laws to address any recognized environmental conditions ‎identified in the environmental assessment report to the reasonable satisfaction of the Administrative ‎Agent; and (iv) permit the Administrative Agent and its representatives to have not been transported access to all Real ‎Property and all facilities owned, leased or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under operated by any of the Facilities or any other locationCredit Parties and their Subsidiaries ‎which are the subject of such Default for the purpose of conducting such environmental audits and ‎testing as is reasonably necessary, in each case by or on behalf including subsurface sampling of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiarysoil and groundwater, the Facilities or cost for ‎which shall be payable by the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.Credit Parties.‎

Environmental Compliance. Except as would not cause a liability to the (a) The Loan Parties and their Subsidiariesrespective 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 Borrowers have reasonably concluded that, except as set forth on Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, in excess reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 5.09, no Loan Party nor any Subsidiary has been designated as a potentially responsible party under CERCLA or under any state statute similar to CERCLA. None of the Threshold Amount:Properties has been identified on any current or proposed National Priorities List under 40 C.F.R. §300 or any list arising from a state statute similar to CERCLA. None of the Properties has been identified on any CERCLIS list. (ac) To No Hazardous Materials have been or are being used, produced, manufactured, processed, generated, stored, disposed of, released, managed at or shipped or transported to or from the best Properties or are otherwise present at, on, in or under the Properties or, to the knowledge of the BorrowerLoan Parties, each at or from any adjacent site or facility, except for Hazardous Materials used, produced, manufactured, processed, generated, stored, disposed of, released and managed, shipped or transported in the ordinary course of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are business in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect except where failure to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating comply could not reasonably be expected to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted have a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatenedMaterial Adverse Effect. (d) To the best knowledge Each Loan Party and each of the Borrowerits Subsidiaries has procured all permits, Hazardous Materials have not been transported licenses or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities authorizations (or any other location, in each case by variances or on behalf waivers) necessary under Environmental Laws for the conduct of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, its business except to the knowledge of the Responsible Officers of the Loan Parties, threatened, under extent any Environmental Law failure to which any Loan Party or any Subsidiary is or will do so could not reasonably be named as expected to have 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 any Loan Party, any Subsidiary, the Facilities or the BusinessesMaterial Adverse Effect. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no No Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan PartyBorrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party Neither AWI 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party AWI 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party AWI 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 any Loan PartyAWI, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party AWI or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the BorrowerExcept as set forth on Schedule 8.8, each of the facilities Borrowers, Guarantors and real properties owned, leased or operated by any Loan Party 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 Borrower or Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which at any time violates in any material respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental LawsLaw or Permit, and the operations of Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor complies in all material respects with all Environmental Laws and all Permits. (b) To Except as set forth on Schedule 8.8, there has been no investigation by any Governmental Authority or 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 Borrowerrequirements of any Environmental Law by any Borrower or Guarantor or the release, none spill or discharge, threatened or actual, of any Hazardous Material or the Facilities containsgeneration, use, storage, treatment, transportation, manufacture, handling, production or has previously contained, disposal of any Hazardous Materials ator any other environmental, on health or under the Facilities in amounts or concentrations that constitute or constituted a violation ofsafety matter, which adversely affects or could give rise reasonably be expected to liability underadversely affect in any material respect any Borrower or Guarantor or its or their business, Environmental Lawsoperations or assets or any properties at which such Borrower or Guarantor has transported, stored or disposed of any Hazardous Materials. (c) To the best knowledge Except as set forth on Schedule 8.8, Borrowers and Guarantors have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of the Borrower, no Loan Party 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 Hazardous Materials or the Businessesgeneration, nor does any Responsible Officer use, storage, treatment, transportation, manufacture, handling, production or disposal of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedHazardous Materials. (d) To Borrowers and Guarantors have all Permits required to be obtained or filed in connection with the best knowledge operations of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, Borrowers and Guarantors under any Environmental Law to which any Loan Party and all of such licenses, certificates, approvals or any Subsidiary is or will be named as a party, nor similar authorizations and other Permits are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businessesvalid and in full force and effect. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each Each of the facilities and real properties owned, leased or operated by any Loan Party the Parent 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 any Loan Party or any Subsidiary the Parent and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party Parent nor any Subsidiary has received any written or verbal or, to the knowledge of the Responsible Officers of the Loan Parties, 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party the Parent 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Parent 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 any Loan Partythe Parent, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Parent or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would reasonably be likely to give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or disclosed in the aggregateBorrower’s most recent annual and quarterly reports filed with the SEC or on Schedule 5.09, in excess of the Threshold Amountor as otherwise could not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Borrower, each of the The facilities and real properties currently or formerly owned, leased or operated by any Loan Party the Borrower, or any Subsidiary of its respective Restricted Subsidiaries (the “FacilitiesProperties”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, do not contain any Hazardous Materials at, on or under the Facilities in amounts or concentrations that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental LawsLaw. (cb) To the best knowledge None of the Borrower, no Loan Party nor any Subsidiary of its respective Restricted Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or liability under Environmental Laws with regard to any of the Facilities Properties or the Businessesbusiness operated by the Borrower, nor does or any Responsible Officer of its Restricted Subsidiaries (the “Business”), or any Loan Party have knowledge or reason to believe that prior business for which the Borrower has retained liability under any such notice will be received or is being threatenedEnvironmental Law. (dc) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the FacilitiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been 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 any Loan Party or any Subsidiary Properties in violation of, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (ed) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, threatened under any Environmental Law to which any Loan Party the Borrower, or any Subsidiary of its Restricted Subsidiaries is or or, to the knowledge of the Borrower, will be named as a partyparty or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the FacilitiesProperties, or arising from or related to the operations (includingof the Borrower, without limitation, disposal) of any Loan Party or any Subsidiary of its Restricted Subsidiaries in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (f) The Properties and all operations at the Properties are in compliance with all applicable Environmental Laws. (g) The Borrower, and each of its Restricted Subsidiaries has obtained, and is in compliance with, all Environmental Permits required for the conduct of its businesses and operations, and the ownership, occupation, operation and use of its Property, and all such Environmental Permits are in full force and effect.

Environmental Compliance. Except for matters disclosed in the Parent’s SEC filings prior to May 4, 2018 (solely as in effect on such date and without taking into account any changes to such matters after such date) or except as would not cause a liability to the Loan Parties and their Subsidiariesreasonably be expected, either individually or in the aggregate, in excess of the Threshold Amountto have a Material Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Neither any Loan Party nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted 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 any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities The Borrower and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and its Subsidiaries will comply in all operations at the Facilities are in compliance material respects with all applicable Environmental LawsLaws in all jurisdictions in which any of them operates now or in the future, and there is no the Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower’s or any Subsidiary’s business, properties and assets. (b) If the Borrower or any Subsidiary shall (i) receive notice that any material violation of any Environmental Law with respect may have been committed or is about to be committed by the Facilities Borrower or any Subsidiary, (ii) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the businesses operated by any Loan Party Borrower or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted alleging a material violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To Environmental Law requiring the best knowledge of the Borrower, 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 any Loan Party Borrower or any Subsidiary to take any action in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To connection with the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at into the environment or (iii) receive any notice from a federal, state or local government agency or private party alleging that the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party Borrower or any Subsidiary may be liable or responsible for any material amount of costs associated with a response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, the Borrower or such Subsidiary shall provide the Agent with a copy of such notice within five (5) days after the Borrower or such Subsidiary’s receipt thereof. Within fifteen (15) days after the Borrower or any Subsidiary has learned of the enactment or promulgation of any Environmental Law which may result in connection any Material Adverse Effect, the Borrower or such Subsidiary shall provide the Agent with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsnotice thereof.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Business Facilities and all operations at the Business Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Business Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Business Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge None of the Borrower, none of the Business Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Business Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Neither any Loan Party 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 Business Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Business Facilities, or generated, treated, stored or disposed of at, on or under any of the Business Facilities or any other location, in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Business Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Business Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Business Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a1) To the best knowledge of Contributors’ Knowledge, except as may be disclosed in the Borrower, each of Disclosure Schedule or the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary environmental reports listed therein (the “FacilitiesEnvironmental Reports”) (true and all operations at correct copies of which have been made available to the Facilities Operating Partnership), the Properties are currently in compliance with all applicable Environmental LawsLaws and Environmental Permits. The Contributors have not received any written notice from the United States Environmental Protection Agency or any other federal, and state, county or municipal entity or agency that regulates Hazardous Materials or public health risks or other environmental matters or any other private party or Person claiming any violation of, or requiring compliance with, any Environmental Laws or Environmental Permits or demanding payment or contribution for any Release or other environmental damage in, on, under, or upon any of the Properties. To the Contributors’ Knowledge, no investigation or litigation with respect to Hazardous Materials located in, on, under or upon any of the Properties is pending or has been overtly threatened by any Governmental Entity or any third party. To Contributors’ Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, no environmental conditions exist at, on, under, upon or affecting the Properties or any portion thereof that would reasonably be likely to result in any material claim, liability or obligation under any Environmental Laws or Environmental Permit or any material claim by any third party. (2) To the Contributors’ Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, (i) there is no not presently, nor has there ever been any underground storage tanks, PCB-containing equipment, asbestos containing materials, lead based paints, or dry cleaning facilities situated in, on, under, upon or affecting any of the Properties, (ii) there is not presently, nor has there ever been any Release of any reportable quantities of Hazardous Materials at the Properties in violation of any Environmental Law with respect to the Facilities Laws or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)Environmental Permits, and there are no conditions relating to (iii) the Facilities Property Owners have not stored, transported, disposed of or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities containstreated, or has previously containedarranged for the transportation, disposal or treatment of, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 Properties or any other location, portion thereof except in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 compliance with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under all Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Responsible Officers of the Loan Parties, there are no conditions relating to the Facilities or the Businesses that could reasonably likely give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or to the knowledge of the Responsible Officers of the Loan Parties, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, applicable Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party Borrower nor any Subsidiary has received any written or to the knowledge of the Responsible Officers of the Loan Parties 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 applicable Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any applicable Environmental Law to which any Loan Party 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 applicable to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under applicable Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually (i) in connection with or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Development Program, the Real Property or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the BorrowerTransferred Assets, no Loan Party nor any Subsidiary notice, notification, demand, request for information, citation, summons or order 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrowerreceived, no judicial complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or governmental or administrative action review is pending or, to the knowledge of the Responsible Officers of the Loan PartiesAradigm, threatened, under threatened by any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees Governmental Authority or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law Person with respect to any Loan Party, matters relating to or arising out of any Subsidiary, Environmental Law; (ii) there are no liabilities arising in connection with or in any way relating to the Facilities Transferred Assets or the BusinessesDevelopment Program of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and, to the knowledge of Aradigm, there are no facts, events, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any such liability; (iii) to the knowledge of Aradigm, none of the Real Property or property now or previously owned, leased or operated by Aradigm or any property to which Hazardous Substances located on or resulting from the use of any Transferred Asset have been transported or any property to which Aradigm has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to the knowledge of Aradigm, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup; and (iv) Aradigm is in compliance with all Environmental Laws and has been and is in compliance with all Environmental Permits; such Environmental Permits are valid and in full force and effect and assuming the related Required Consents and Other Consents have been obtained prior to the Closing Date, are transferable and will not be terminated or impaired or become terminable as a result of the Transactions. (fb) To the best knowledge of the Borrower, there There has been no release environmental investigation, study, audit, test, review or threat of release of Hazardous Materials other analysis conducted which Aradigm has in its possession in relation to any Transferred Asset or Real Property which has not been delivered to Novo Nordisk at or from the Facilities, or arising from or related least 10 Business Days prior to the operations date hereof; provided that, as to any such investigation, study, audit, test, review or other analysis of which Aradigm has knowledge, Aradigm shall use its best efforts to obtain and provide to Novo Nordisk such investigation, study, audit, test, review or other analysis. (includingc) None of the Transferred Assets is located in New Jersey or Connecticut. (d) For purposes of this Section 3.20, without limitation, disposal) of the term “Aradigm” shall include any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businessesentity which is, in violation of whole or in amounts or in part, a manner that could give rise to liability under Environmental Lawspredecessor of Aradigm.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Neither any Loan Party 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 the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the Loan PartiesBorrower, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except insofar as would not cause a liability any exception to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess any of the Threshold Amountfollowing, or any aggregation of such exceptions, is not reasonably likely to result in a Material Adverse Effect: (a) To the best knowledge of the Borrower, each of the The facilities and real properties owned, leased or operated by any Loan Party Holdings, the Borrower or any Subsidiary of its Subsidiaries (the “FacilitiesProperties”) and all operations at the Facilities are in compliance with all applicable Environmental Lawsdo not contain, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has have not previously contained, any Hazardous Materials at, on or under the Facilities of Environmental Concern in amounts or concentrations that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, Environmental LawsLiability. (cb) To None of Holdings, the best knowledge of the Borrower, no Loan Party Borrower nor any Subsidiary of its Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities Properties or the BusinessesBusiness, nor does any Responsible Officer of any Loan Party the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (dc) To the best knowledge Materials of the Borrower, Hazardous Materials Environmental Concern have not been transported or disposed of from the FacilitiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to Environmental Liability, nor have any Materials of Environmental Concern been 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 any Loan Party or any Subsidiary Properties in violation of, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental LawLiability. (ed) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, under any Environmental Law to which any Loan Party Holdings, the Borrower or any Subsidiary is or or, to the knowledge of the Borrower, will be named as a partyparty or with respect to the Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries (the “Business”), nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the FacilitiesProperties, or arising from or related to the operations (includingof Holdings, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that could reasonably give rise to liability under any Environmental Liability. (f) Holdings, the Borrower and its Subsidiaries, the Properties and all operations at the Properties are in compliance and have, in the last 3 years, been in compliance in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any applicable Environmental Law with respect to the Properties or the Business which could interfere with the continued operation of the Properties or the Business. (g) Holdings, the Borrower and its Subsidiaries hold and are in compliance with all Environmental Permits necessary for their operations.

Environmental Compliance. Except as would not cause a liability The Partnership Parties (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the Loan Parties protection of human health or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their Subsidiariesrespective businesses, and (ii) have not received notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or has otherwise already been resolved. Except as described in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities Time of Sale Information and real properties ownedthe Offering Memorandum, leased or operated by any Loan Party or any Subsidiary (the “Facilities”A) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses proceedings that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrowerare pending, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Partnership Parties, threatenedknown to be contemplated, against any Partnership Parties under any Environmental Law to Laws in which any Loan Party or any Subsidiary a governmental authority is or will be named as also a party, nor other than such proceedings regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (B) the Partnership Parties are there not aware of any consent decrees issues regarding non-compliance by the Partnership Parties with Environmental Laws, or liabilities or other decreesobligations under Environmental Laws or concerning hazardous or toxic substances or wastes, consent orderspollutants or contaminants, administrative orders that could reasonably be expected to have a material effect on the capital expenditures, earnings or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge competitive position of the BorrowerPartnership Parties taken as a whole, there has been no release or threat of release of Hazardous Materials at or from and (C) the Facilities, or arising from or related Partnership Parties do not anticipate that the Partnership Parties will be required to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise incur material capital expenditures relating to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as set forth on Schedule 3.18 or as would not cause a liability to the Loan Parties and their Subsidiariesnot, individually or in the aggregate, reasonably be expected to result in excess of a material liability to the Threshold AmountPurchased Companies, taken as a whole: (a) To (i) the best knowledge Purchased Companies have applied for or obtained and possess all Governmental Authorizations required by applicable Laws relating to pollution or protection of the Borrowerenvironment, each of the facilities natural resources, or, with respect to exposure to Hazardous Materials, human health and real properties owned, leased or operated by any Loan Party or any Subsidiary safety (the “FacilitiesEnvironmental Laws”) and all operations at (ii) the Facilities are Purchased Companies are, and for the three (3) years preceding the date of this Agreement have been, in compliance with all applicable Environmental Laws, terms and there is no violation conditions of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), Governmental Authorizations and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable all Environmental Laws. (b) To the best knowledge None of the Borrower, none Purchased Companies has received any written notice alleging any violation by any Purchased Company of the Facilities containsEnvironmental Laws, or has previously containedalleging any investigatory, remedial or corrective action obligations or any Hazardous Materials at, on or other liability of any Purchased Company under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws, in each case that is pending and unresolved. (c) To There are no pending or, to the best knowledge Knowledge of the BorrowerSeller, no Loan Party 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 threatened in writing Proceedings involving environmental matters or compliance with Environmental Laws with regard to any of against the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedPurchased Companies. (d) To There has been no Release of any Hazardous Material by the best knowledge Purchased Companies or, to the Knowledge of the BorrowerSeller, Hazardous Materials have not been transported or disposed of from the Facilitiesby any other Person, at, on, under, or generated, treated, stored or disposed of at, on or under from any of the Facilities Real Property or any other locationproperty formerly owned, in each case leased or operated by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner the Purchased Companies that would reasonably be reasonably likely expected to give rise to a liability underof the Purchased Companies under Environmental Laws, including any applicable Environmental Lawobligation to conduct investigatory or remedial activities. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, Griffon has made available to the knowledge Buyer all material reports of environmental site assessments, investigations, audits, and compliance evaluations in its possession or control relating to the Responsible Officers of Owned Real Property and the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, operations conducted by the Facilities or Purchased Companies at the BusinessesLeased Real Property. (f) To This Section 3.18 constitutes the best knowledge sole representations and warranties of the Borrower, there has been no release Sellers with respect to any environmental matters or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the Loan Parties protection of human health and environmental safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their Subsidiariesrespective businesses, (iii) are in compliance with all terms and conditions of any such permit, license or approval, except as described in the Disclosure Package and the Prospectus or where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Lawsreasonably be likely to have a Material Adverse Effect, and there is no violation (iv) are not aware of any Environmental Law administrative or judicial action being contemplated by governmental authorities with respect to the Facilities Company or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions its subsidiaries relating to Environmental Laws, except as described in the Facilities Disclosure Package and the Prospectus or where such action would not, individually or in the Businesses that could give rise aggregate, reasonably be likely to liability under have a Material Adverse Effect; neither the Company nor any of its subsidiaries are subject to any consent decree or compliance or administrative order issued pursuant to, or are the subject of any pending investigation or litigation under, applicable Environmental Laws. (b) To the best knowledge of the BorrowerLaws except for such actions, none of the Facilities containsdecrees, orders or has previously containedinvestigations which do not and are not, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation of, individually or in a manner that would be the aggregate, reasonably likely to give rise have a Material Adverse Effect; and except as described in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is a party to liability undera governmental proceeding, any applicable Environmental Law. (e) To or will become a party to a governmental proceeding that is known by the best knowledge of the BorrowerCompany to be contemplated, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, arising under any Environmental Law to which any Loan Party the Company reasonably believes involves monetary sanctions, exclusive of interests and costs, of $100,000 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 any Loan Party, any Subsidiary, the Facilities or the Businessesmore. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or set forth in the aggregate, in excess Section 4.9 of the Threshold AmountCompany Disclosure Schedule: (a) To The Company and the best knowledge Company Subsidiaries are, and at all times have been, in compliance in all material respects with, and have not been and are not in violation of any applicable Environmental Laws and Orders. (b) The Company and the Company Subsidiaries possess and are in compliance in all material respects with all Licenses and Permits which are required to be held by them under all applicable Environmental Laws and Orders, and have not been advised in writing by any Governmental Entity of any actual or potential change in the status or terms and conditions of any such License or Permit. (c) Neither the Company nor any of the BorrowerCompany Subsidiaries have conducted any Hazardous Activity, each and to the Knowledge of the facilities and real properties Company, no Hazardous Activity has been conducted by any other Person, with respect to any Real Property currently owned, leased or operated by any Loan Party the Company or the Company Subsidiaries or any Subsidiary other properties or assets (whether real, personal, or mixed) in which the “Facilities”) Company or the Company Subsidiaries have or had an interest. The operations of the Company and all operations at the Facilities are Company Subsidiaries have not resulted in compliance with all applicable Environmental Lawsany material release of Hazardous Substances, and there is no violation of Hazardous Substances are present at levels requiring investigation or remediation, in, on, under or about any Environmental Law with respect to Real Property currently owned, leased or operated by the Facilities Company or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)Company Subsidiaries, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrowerincluding, none of the Facilities contains, or has previously containedbut not limited to, any Hazardous Materials atSubstances contained in barrels, on above or under the Facilities underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in amounts or concentrations that constitute or constituted a violation ofland, water, sumps, or could give rise to liability under, Environmental Laws. (c) To the best knowledge any other part of the Borrower, no Loan Party nor any Subsidiary has received any written or verbal notice ofsaid Real Property, or inquiry from incorporated into any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability structure therein 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 reason to believe that any such notice will be received or is being threatenedthereon. (d) To There is no (i) pending, or to the best knowledge Knowledge of the BorrowerCompany, Hazardous Materials have not been transported threatened civil or disposed criminal litigation or written notice of from violation or administrative proceeding involving the Facilities, Company or generated, treated, stored or disposed of at, on or under any of the Facilities Company Subsidiaries relating in any way to any Environmental Law or any Order, other locationthan rulemaking proceedings, in each case by or on behalf (ii) actual or, to the Knowledge of the Company, threatened obligation to undertake or bear the cost of any Loan Party or any Subsidiary in violation ofEnvironmental, or in a manner that would be reasonably likely to give rise to liability underHealth, any applicable Environmental Lawand Safety Liabilities. (e) To the best knowledge No Real Property of the Borrower, no judicial proceeding Company or governmental or administrative action is pending or, to the knowledge any of the Responsible Officers Company Subsidiaries is currently listed or formally proposed to be listed on the National Priorities List under CERCLA or under any comparable state or foreign law, nor has the Company or any of the Loan Parties, threatened, under Company Subsidiaries received any Environmental Law to which any Loan Party or any Subsidiary is or will be named written notice 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 potentially responsible party under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businessesforegoing. (f) To Neither the best knowledge of the BorrowerCompany nor any Company Subsidiary has ever possessed or initiated any reports, there has been no release or threat of release of Hazardous Materials at or from the Facilitiesstudies, analyses, tests, or arising from monitoring pertaining to Hazardous Substances or related to Hazardous Activities in, on, or under any Real Property currently owned, leased or operated by the operations (includingCompany or the Company Subsidiaries, without limitation, disposal) of any Loan Party or concerning compliance by Company or any Subsidiary in connection Company Subsidiaries with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiariesfor matters that, individually or and in the aggregate, in excess of the Threshold Amountwould not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Borrower's knowledge, all real property leased, owned, controlled or operated by the Companies or PCC (the "Properties") and the existing and, to the best of the Borrower's knowledge, prior uses and activities thereon, including, but not limited to, the use, maintenance and operation of each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Properties and all operations activities in conduct of business related thereto comply and have at the Facilities are all times complied in compliance all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To None of the Companies or PCC and, to the best knowledge of the Borrower's knowledge, none no previous owner, tenant, occupant or user of any of the Facilities containsProperties or any other Person, has engaged in or has previously containedpermitted any operations or activities upon any of the Properties for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of a material amount of any Hazardous Materials atthe removal of which is required by, on or under the Facilities in amounts or concentrations that constitute or constituted maintenance of which constitutes a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower's knowledge, no Loan Party nor any Subsidiary Hazardous Material has received any written been or verbal notice ofis currently located in, on, under 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 about any of the Facilities Properties in a manner which materially violates any Environmental Law or the Businesses, nor does any Responsible Officer which requires cleanup or corrective action of any Loan Party have knowledge or reason to believe that kind under any such notice will be received or is being threatenedEnvironmental Law. (d) To No notice of violation, lien, complaint, suit, order or other notice or communication concerning any alleged violation of any Environmental Law in, on, under or about any of the Properties has been received by any Company or PCC or, to the best knowledge of the Borrower's knowledge, Hazardous Materials have not been transported any prior owner or disposed occupant 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 any Loan Party or any Subsidiary in violation of, or Properties which has not been fully satisfied and complied with in a manner that would be reasonably likely timely fashion so as to give rise to liability under, any applicable bring such Property into full compliance with all Environmental LawLaws. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, The Companies and PCC have all permits and licenses required under any Environmental Law to which be issued to them by any Loan Party Governmental Authority on account of any or all of its activities on any Subsidiary is of the Properties, except to the extent that the absence of any such permit or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orderslicense has had, or other administrative could have, a Material Adverse Effect, and are in material compliance with the terms and conditions of such permits and licenses. To the best of the Borrower's knowledge, no change in the facts or judicial requirements outstanding under any Environmental Law with respect to any Loan Partycircumstances reported or assumed in the application for or granting of such permits or licenses exist, any Subsidiary, the Facilities or the Businessesand such permits and licenses are in full force and effect. (f) To the best knowledge No portion of any of the Borrower, there Properties has been no release listed, designated or threat of release of Hazardous Materials at identified in the National Priorities List (NPL) or from the FacilitiesCERCLA information system (CERCLIS), both as published by the United States Environmental Protection Agency, or arising from any similar list of sites published by any Federal, state or related to the operations (includinglocal authority proposed for or requiring cleanup, without limitation, disposal) of or remedial or corrective action under any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsLaw.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess disclosed on Section 2.19 of the Threshold AmountDisclosure Schedule: (a) To the best knowledge use of the Borrowerreal property leased or formerly leased by the Company or any of its predecessors, each the occupancy and operation thereof by the Company or any of its predecessors and the conduct of operations and other activities at such locations by the Company or any of its predecessors are in compliance in all material respects with all applicable environmental Laws; (b) the Company holds and is in material compliance with all authorizations required by any Governmental or Regulatory Authority under environmental Laws applicable to the conduct of the facilities and business of the Company as presently conducted; (c) the Company has not received any written notice of any action by any Person or Governmental or Regulatory Authority alleging a violation of or liability under any environmental Law arising from the lease, operation or occupation of any real properties ownedproperty by the Company or any of its predecessors, or any real property previously leased or operated by any Loan Party the Company or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Lawsof its predecessors, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated conduct of operations and other activities at such locations by any Loan Party the Company or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened.its predecessors; (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release of any hazardous substance in, on, under or threat emanating from any real property leased, occupied or operated by the Company or any of release of Hazardous Materials at or from the Facilitiesits predecessors, or arising in, on, under or emanating from any real property previously leased, occupied or related to operated by the operations (including, without limitation, disposal) of any Loan Party Company or any Subsidiary in connection with the Facilities or otherwise in connection with the Businessesof its predecessors, that is in violation of or is reasonably likely to lead to any liability arising under any environmental Law; and (e) neither the Company nor, any of its predecessors have transported or arranged for the treatment, storage or disposal of any hazardous substances to any off-site location that has resulted in amounts liability or in a manner that could give rise is reasonably likely to lead to any liability to the Company under Environmental applicable environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount:​ (a) To Each Credit Party will, and will cause its Subsidiaries to: (i) comply in all material respects with all Environmental Laws and Environmental Permits applicable to their business, operations and Real Property; (ii) obtain and maintain in full force and effect all material Environmental Permits applicable to its business, operations and Real Property; and (iii) conduct all response, investigation, remediation, cleanup or monitoring activity required by any applicable Environmental Laws, and in accordance with, the best knowledge requirements of any Governmental Authority having jurisdiction and applicable Environmental Laws, unless in the Borrowercase of this clause (iii) such requirement is being contested ​ in good faith and by proper proceedings and as to which such Credit Party has maintained adequate reserves with respect thereto in accordance with GAAP. ​ (b) Each Credit Party will, each and will cause its Subsidiaries to, do or cause to be done all things required by Environmental Laws to prevent any Release of the facilities and real properties Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any Loan Party of the Credit Parties or any Subsidiary (the “Facilities”) and all operations at the Facilities are their Subsidiaries except in full compliance with all applicable Environmental LawsLaws or an Environmental Permit, and ensure that there is shall be no violation of Hazardous Materials in, on, at, under or from any Environmental Law with respect to the Facilities Real Property owned, leased or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the BorrowerCredit Parties or their Subsidiaries except those that are present, none of the Facilities containsused, or has previously containedstored, any Hazardous Materials at, on or under the Facilities handled and managed in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, material compliance with applicable Environmental Laws. (c) To Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup or monitoring actions, necessary, at the best knowledge sole cost and expense of the BorrowerCredit Parties: (i) to address any Release of Hazardous Materials in, no Loan Party nor on, at, under, to or from any Subsidiary has received Real Property owned, leased or operated by any written of the Credit Parties or verbal notice their Subsidiaries as required pursuant to Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may be required by Environmental Law any environmental conditions relating to any Credit Party, Subsidiary, or their respective business or operations or to any Real Property of the Credit Parties or their Subsidiaries; (iii) to keep any Real Property by any of the Credit Parties or their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law; and (iv) to promptly notify Administrative Agent in writing of: (1) any material Release or threatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with the terms and conditions of an Environmental Permit, (2) any material non-compliance with, or violation of, any Environmental Law applicable to any Credit Party or inquiry Subsidiary, any Credit Party’s or Subsidiary’s business and any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation, remediation, cleanup or monitoring activity at any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries required to be undertaken pursuant to Environmental Law, and (5) any notice or other communication received by any Credit Party from any Governmental Authority regarding, person or governmental or regulatory authority relating to any violation, alleged violation, non-compliance, material Environmental Claim or material liability or potential liability regarding environmental matters of any Credit Party or compliance with Environmental Laws with regard Subsidiary pursuant to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.Environmental Law. ​ (d) To If a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is not reasonably curable within 30 days or shall be continuing for more than 30 days without the best knowledge Credit Parties commencing activities reasonably likely to cure such Default, the Credit Parties shall, at the written request of Administrative Agent, (i) provide to Administrative Agent within 45 days after such request, at the expense of the BorrowerCredit Parties, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, any soil or groundwater sampling, prepared by a nationally recognized environmental consulting firm reasonably acceptable to Administrative Agent and in the form and substance reasonably acceptable to Administrative Agent and evaluating the presence or absence of Hazardous Materials and the estimated cost of any compliance or response action to address such Default and findings; (ii) promptly undertake all actions required by applicable Environmental Law to address any non-compliance with or violation of Environmental Law; (iii) promptly undertake all response actions required by Environmental Laws to address any recognized environmental conditions identified in the environmental assessment report to the reasonable satisfaction of Administrative Agent; and (iv) permit Administrative Agent and its representatives to have not been transported access to all Real Property and all facilities owned, leased or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under operated by any of the Facilities or any other locationCredit Parties and their Subsidiaries which are the subject of such Default for the purpose of ​ ​ conducting such environmental audits and testing as is reasonably necessary, in each case by or on behalf including subsurface sampling of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiarysoil and groundwater, the Facilities or cost for which shall be payable by the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.Credit Parties. ​

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge Except as set forth in Section 7.13(a) of the BorrowerRenova Disclosure Letter, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are Project Company is in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions Brazilian Laws relating to the Facilities regulation or emission of pollutants to or the Businesses that could give rise protection of the environment or natural resources, or exposure to liability under any applicable Hazardous Substances (collectively, “Environmental Laws”) in connection with the construction, financing, ownership, operation, maintenance or use of the relevant Project. (b) To the best knowledge Except as set forth in Section 7.13(b) of the BorrowerRenova Disclosure Letter, none no Project Company has received any written notice of the Facilities contains, any material violation or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a alleged material violation by such Project Company of, or could give rise to any material liability of such Project Company under, any Environmental LawsLaw. (c) To the best knowledge Except as set forth in Section 7.13(c) of the BorrowerRenova Disclosure Letter, there are no Loan Party nor any Subsidiary has received any written material writs, injunctions, decrees, orders or verbal notice ofjudgments outstanding, or inquiry from any Governmental Authority regardingactions, suits, proceedings, or investigations pending or, to the Knowledge of Renova, threatened relating to the compliance by any Project Company with, or the liability of such Project Company under, 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 reason to believe that any such notice will be received or is being threatenedLaw. (d) To the best knowledge Except as set forth in Section 7.13(d) of the BorrowerRenova Disclosure Letter, to the Knowledge of Renova, no Project Company holds any real property interest at any Project site (i) where (x) a material release of Hazardous Materials have not Substances has occurred or migrated, and (y) such Project Company is or has been transported required under Environmental Laws to investigate or disposed of from the Facilitiesremediate such release, or generated, treated, stored (ii) that is subject to a material restriction under Environmental Laws on such Project Company’s ability to use such real property in the same manner it is using such real property on the Effective Date due to a presence of Hazardous Substances. No Project Company has caused or disposed contributed to any material release of at, on or under Hazardous Substances at any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Lawreal property. (e) To the best knowledge Except as set forth in Section 7.13(e) of the BorrowerRenova Disclosure Letter, (i) there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under environmental compensation fees and/or measures determined as due by any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. Project Company and (fii) To the best knowledge of the Borrowerwhere such environmental compensation fees and/or measures have been determined, there has been are no release pending or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary unfulfilled payments and/or obligations and such Project Company is in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsfull compliance therewith.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge Except as set forth on Schedule 8.8 hereto, no Borrower has not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of the Borrowerany Hazardous Materials, each of the facilities and real properties owned, leased on or operated off its premises (whether or not owned by it) in any Loan Party manner which at any time violates any applicable Environmental Law in any material respect or any Subsidiary (license, permit, certificate, approval or similar authorization issued to Borrowers thereunder and the “Facilities”) and operations of Borrowers comply in all operations at the Facilities are in compliance material respects with all applicable Environmental LawsLaws and all licenses, permits, certificates, approvals and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Lawssimilar authorizations thereunder. (b) To Except as set forth on Schedule 8.8 hereto, there is no investigation, proceeding, complaint, order, directive, claim, citation or notice by any governmental authority or any other person pending or to the best of Borrowers' knowledge threatened, with respect to any non-compliance with or violation of the Borrowerrequirements of any applicable Environmental Law by Borrowers nor has there been any release, none spill or discharge, overtly threatened or actual, of the Facilities containsany Hazardous Material on any properties of Borrowers, or to the best of Borrowers' knowledge, releases, spills or discharges from any properties at which any Borrower has previously containedtransported, stored or disposed of any Hazardous Materials, or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted any other environmental matter which would have a violation of, or could give rise to liability under, Environmental LawsMaterial Adverse Effect. (c) To the best knowledge of the BorrowerExcept as set forth in Schedule 8.8 hereto, no Loan Party nor Borrower has any Subsidiary has received material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of 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 Hazardous Materials or the Businessesgeneration, nor does any Responsible Officer use, storage, treatment, transportation, manufacture, handling, production or disposal of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedHazardous Materials. (d) To Each Borrower has all licenses, permits, certificates, approvals or similar authorizations required to be obtained or filed in connection with the best knowledge operations of such Borrower under any Environmental Law and all of such licenses, permits, certificates, approvals or similar authorizations are valid and in full force and effect in each case where the Borrowerfailure to obtain or maintain such licenses, Hazardous Materials permits, certificates, approvals or similar authorizations would have not been transported a material adverse effect on the assets or disposed business of from such Borrower or would impair the Facilities, or generated, treated, stored or disposed ability of at, on such Borrower to perform its obligations hereunder or under any of the Facilities other Financing Agreements to which it is a party or of Agent or any other location, in each case by Lender to enforce any Obligations or on behalf of realize upon any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawCollateral. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability set forth in Schedule 4.17 of the Seller Disclosure Schedule: (i) to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess Knowledge of the Threshold Amount: (a) To the best knowledge of the BorrowerSeller, each of the facilities Companies and real Subsidiaries is and has been in compliance in all material respects with all applicable Environmental Laws and Environmental Permits; (ii) there are no material actions or proceedings pending, or to the Knowledge of Seller, threatened, against any Company or any Subsidiary with respect to the Business (or against Seller relating to any Company or any Subsidiary with respect to the Business) alleging noncompliance with or liability under any Environmental Law and neither any Company nor any Subsidiary is subject to any order, decree, injunction or lien by any Governmental Body or any claim filed by any third Person relating to liability under any Environmental Law; and (iii) none of the Companies or any of the Subsidiaries has received written notice that such Company or Subsidiary is liable under Environmental Laws relating to the off-site disposal of wastes generated by the operations of any Company or any Subsidiary and, to the Knowledge of Seller, neither the Companies nor the Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Materials in a manner that has given or would to give rise to material liabilities under applicable Environmental Laws, including any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney or consultant fees under Environmental Laws; (iv) to the Knowledge of Seller, none of the Real Estate (including soils, groundwater, surface water, buildings, or other structures) is contaminated with any Hazardous Material in such a manner or concentration that any Company or any Subsidiary would be required under any Environmental Laws to remedy the existence of such Hazardous Material and all properties formerly owned, leased or operated by any Loan Party the Company or any Subsidiary (were not contaminated with Hazardous Material during the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation period of any Environmental Law with respect to the Facilities ownership or the businesses operated operation by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party Company or any Subsidiary in violation of, or in such a manner or concentration that any Company or Subsidiary would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, required under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, remedy the Facilities or the Businessesexistence of such Hazardous Material. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each Responsible Officers of the facilities and real properties ownedLoan Parties, leased or operated by any Loan Party or any Subsidiary (the “Facilities”i) and all operations at the Facilities and each of the Facilities are in compliance with all applicable Environmental Laws, and (ii) there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and (iii) there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the BorrowerResponsible Officers of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party Borrower nor any Subsidiary has received any written or verbal to the knowledge of the Responsible Officers of the Loan Parties, oral 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the BorrowerResponsible Officers of the Loan Parties, there has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To No notice or request for information has been issued by, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to the best knowledge of the BorrowerIssuer's knowledge, each of the facilities and real properties owned, leased or operated threatened by any Loan Party governmental 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 other entity with respect to (i) any alleged violation by the Facilities or the businesses operated by any Loan Party Issuer or any Subsidiary at such time of its Subsidiaries of any environmental law, regulation or order of any governmental entity in connection with the conduct of their businesses or (ii) any alleged failure by the “Businesses”)Issuer or any of its Subsidiaries to have any environmental permit, and there are no conditions relating to license or approval in connection with the Facilities or the Businesses that could give rise to liability under any applicable Environmental Lawsconduct of their businesses. (b) To Other than in compliance in all material respects with all applicable environmental laws, regulations or orders, (i) neither the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party Issuer nor any Subsidiary of its Subsidiaries has received any written or verbal notice ofgenerated, 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generatedprocessed, treated, stored sold or disposed of at, on or under transported any of the Facilities or any other location, in each case by or on behalf material amount of any Loan Party toxic, caustic or any Subsidiary in violation ofotherwise hazardous substance, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposalpetroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics whether or not regulated under Federal, state or local environmental laws, regulations or orders ("Hazardous Substance") and (ii) no generation, treatment, storage, recycling, transportation, disposal or Release (as defined in 42 U.S.C. Section 9601(22)) of any Loan Party Hazardous Substance has occurred at or on any property now or previously owned or leased by the Issuer or any Subsidiary of its Subsidiaries. (i) Except as is reasonably not expected to have a Material Adverse Effect, each of the Issuer and its Subsidiaries is in connection compliance in all material respects with all Federal, state and local and foreign environmental laws, regulations and orders and (ii) there are no liabilities of the Facilities Issuer or otherwise in connection with any of its Subsidiaries, whether vested or unvested, contingent or fixed, actual or potential, known or unknown, which (1) arise under or relate to matters covered by Federal, state and local and foreign environmental laws, regulations and orders, (2) relate to actions occurring or conditions existing on or prior to the Businesses, in violation of Closing Date and (3) have had or in amounts or in are expected to have a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation in any material respect of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses Businesses, that could give rise to liability that, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofin any material respect of Environmental Laws, or could reasonably be expected to give rise to liability underunder Environmental Laws that, Environmental Lawsindividually or in the aggregate, could exceed the Threshold Amount. (c) To the best knowledge of the Borrower, no Neither any Loan Party 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 BusinessesBusinesses that could reasonably be expected to give rise to liability that, individually or in the aggregate, could exceed the Threshold Amount, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation ofin any material respect of any applicable Environmental Law, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, under any applicable Environmental LawLaw that, individually or in the aggregate, could exceed the Threshold Amount. (e) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation in any material respect of Environmental Laws, or in amounts or in a manner that could give rise to liability under Environmental LawsLaws that could reasonably be expected to, individually or in the aggregate, exceed the Threshold Amount.

Environmental Compliance. Except (a) The Borrower 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 responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as would not cause a liability to result thereof the Loan Parties Borrower has reasonably concluded that such Environmental Laws and their Subsidiariesclaims could not, individually or in the aggregate, in excess of the Threshold Amount:reasonably be expected to have a Material Adverse Effect. (ab) To the best knowledge of the BorrowerExcept as could not reasonably be expected to have a Material Adverse Effect, each of the facilities there are no and real properties ownednever have been any underground or above-ground storage tanks or any surface impoundments, leased 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 any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Lawsof its Subsidiaries or, and there is no violation of any Environmental Law with respect to the Facilities best of the knowledge of the Loan Parties, on any property formerly owned or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Lawsits Subsidiaries. (c) To the best knowledge Each of the BorrowerLoan Parties is in compliance with all Environmental Laws, no Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, except where non-compliancecompliance could not, liability either individually or potential liability regarding environmental matters or compliance with Environmental Laws with regard in the aggregate, reasonably be expected to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threateneda Material Adverse Effect. (d) To the best knowledge of the Borrower, All Hazardous Materials have not been transported or disposed of from the Facilitiesgenerated, or generatedused, treated, handled or stored or disposed of at, on or under transported to or from, any of the Facilities property currently or any other location, in each case formerly owned or operated by or on behalf of any Loan Party or any Subsidiary of its Subsidiaries have been generated, used, treated, handled, stored, transformed and disposed of in violation ofcompliance with Environmental Laws, except where non-compliance, either individually or in the aggregate, could not reasonably be expected to have a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawMaterial Adverse Effect. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 Except with respect to any Loan Partyother matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries has become subject to any Environmental Liability or has received notice of any claim with respect to, or knows of any basis for, any Subsidiary, the Facilities or the BusinessesEnvironmental Liability. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of Borrower and its Subsidiaries is in compliance with Environmental Laws applicable to the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all or applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party the Borrower or any Subsidiary at such time (the “Businesses”), the entities themselves or to their operations, and there is no current violation of any Environmental Law by the Borrower or any Subsidiary, any of the Facilities or any of the Businesses, and, to the knowledge of the Responsible Officers of the Loan Parties, there are no present conditions relating to at the Facilities or related to the Businesses or the Borrower or any of its Subsidiaries that could would reasonably be expected to give rise to liability of the Borrower or any Subsidiary under any applicable Environmental Laws. (b) To Neither the best Borrower nor any Subsidiary, nor, to the knowledge of the BorrowerResponsible Officers of the Loan Parties, none any other Person, has caused any of the Facilities containsto contain, or has to have previously contained, any Hazardous Materials at, on on, in, under or under migrating to or from any of the Facilities in amounts or concentrations that constitute or constituted a an unresolved violation of, or could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party Borrower nor any Subsidiary is conducting, responsible for or funding or is required to conduct, be responsible for or fund the reporting, investigation, remediation, abatement or monitoring of any Hazardous Material at any property, including any Facility, nor has received any written or unequivocal verbal notice of, or written 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 its operations, the Facilities or the BusinessesBusinesses that is unresolved, nor does any to the knowledge of the Responsible Officer Officers of any the Loan Party have knowledge or reason to believe that Parties, is any such notice will be received or is inquiry expected or being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored stored, released or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action under any Environmental Law or Environmental Claim is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a partyparty or that involves any of the Facilities or the Businesses, nor are there any consent decrees or other decrees, consent orders, settlement agreements, administrative orders or other governmental orders, or other administrative or judicial requirements (outside the ordinary course of compliance with Environmental Law applicable to the Borrower and any Subsidiary) outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, or any of the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at at, in, on, under or migrating to or from any of the FacilitiesFacilities by the Borrower or any Subsidiary or any other person, or at, in, on, under or migrating to or from any other property arising from or related to the operations (including, without limitation, including disposal) of any Loan Party the Borrower or any Subsidiary or in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that has resulted in or could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To Since the best knowledge of occupation thereof by the BorrowerBorrower or its Subsidiaries, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations of the Borrower and its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the operations by the Borrower or the Subsidiaries at the Facilities or the businesses operated by any Businesses, and, to the knowledge of the Responsible Officers of the Loan Party or any Subsidiary at such time (the “Businesses”)Parties, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the BorrowerResponsible Officers of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials by the Borrower or its Subsidiaries at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. The Borrower and each of its Subsidiaries have obtained all permits, licenses and other authorizations which are required under federal, state and local laws and regulations relating to emissions, discharges, releases of pollutants, contaminants, hazardous or toxic materials, or wastes into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants or hazardous or toxic materials or wastes ("Environmental Laws") at the facilities of the Borrower or any of its Subsidiaries or in connection with the operation of such facilities. Except as would not cause a liability disclosed in Schedule 4.12, the Borrower and each of its Subsidiaries and all activities of the Borrower and each of its Subsidiaries at its respective facilities comply with all Environmental Laws and with all terms and conditions of any required permits, licenses and authorizations applicable to the Loan Parties Borrower or any such Subsidiary with respect thereto. Except as disclosed in Schedule 4.12, the Borrower and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are its Subsidiaries is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental LawsLaws or contained in any plan, order, decree, judgment or notice of which the Borrower or such Subsidiary is aware and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrowerwhich noncompliance would have a Material Adverse Effect. Except as disclosed in Schedule 4.12, none of the Facilities containsBorrower or any of its Subsidiaries is aware of, nor has the Borrower or any of its Subsidiaries received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could which may give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiariesset forth on Schedule 5.24, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of Company and the BorrowerCompany Subsidiaries, each of the facilities and real properties ownedtheir respective Business operations, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in material compliance with all applicable Environmental Laws; (b) the Business and the Owned Real Property and the Leased Real Property and any other properties, manufacturing facilities, or other facilities operated by the Company or any Company Subsidiary, and, to the Knowledge of the Company, all properties, manufacturing facilities, or other facilities that the Company or any of the Company Subsidiaries formerly owned, leased, or operated, do not require material investigation or remediation pursuant to any Environmental Laws and are not subject to any lien or other Encumbrance pursuant to any Environmental Laws, and there is no violation of any Environmental Law with respect in each case, in a manner or to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses an extent that could give rise to material liability under for the Company or any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. Company Subsidiary; (c) To the best knowledge of Company and the Borrower, no Loan Party 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 Company Subsidiaries possess and are in material compliance with all Permits required under Environmental Laws with regard to any for the conduct of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. their respective activities and Business; (d) To neither (i) the best knowledge Company or any Company Subsidiaries, (ii) nor, to the Knowledge of the BorrowerCompany, Hazardous Materials have not been any predecessors of the Company or Company Subsidiaries, (iii) nor, to the Knowledge of the Company, any entity previously owned by the Company or any Company Subsidiaries, has transported or disposed arranged for the treatment, storage, handling, disposal or transportation of from the Facilities, any Hazardous Material at or generated, treated, stored or disposed of at, on or under to any of the Facilities or any other third-party location, in each case by or on behalf of any Loan Party or any Subsidiary in violation ofcase, or in a manner or to an extent that would be is reasonably likely to give rise to liability under, result in a material claim or any applicable other material Liability for the Company or any Company Subsidiary under any Environmental Law. ; (e) To neither the best knowledge Company nor any Company Subsidiary has, either expressly or by operation of the Borrowerapplicable Law, assumed or undertaken, or agreed to assume or undertake, responsibility for any material liability or obligation of any other Person arising under or relating to Environmental Laws; (f) there are no judicial proceeding unresolved orders, decrees, judgments or governmental settlements, material claims, actions, suits, arbitrations, litigations or administrative action is legal proceedings pending or, to the knowledge Knowledge of the Responsible Officers Company, threatened against the Company or any Company Subsidiary alleging a material violation of or material Liability for the Loan Parties, threatened, Company or any Company Subsidiary under any Environmental Law Laws; and (g) the Company has provided the Buyer with all material environmental site assessments and other material environmental reports, audits and documents reasonably available to which any Loan Party 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 the Company and in its possession related to any Loan Party, any Subsidiary, compliance by the Facilities or the Businesses. (f) To the best knowledge Company and each of the Borrower, there has been no release Company Subsidiaries with Environmental Laws or threat of release of Hazardous Materials at actual or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability potential Liabilities under Environmental LawsLaws of the Company and each of the Company Subsidiaries.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or described in the aggregateRegistration Statement, in excess of any Preliminary Prospectus, the Threshold Amount: (a) To the best knowledge of the BorrowerProspectus and any Permitted Free Writing Prospectus, each of the facilities Eagle Rock Entities and real properties owned, leased or operated by their subsidiaries (i) is in compliance with any Loan Party or any Subsidiary (the “Facilities”) and all operations at applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, orders, decrees, judgments, injunctions, permits, licenses, authorizations or other binding requirements, or common laws, relating to health, safety or the Facilities protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received and are in compliance with all permits, licenses, or other approvals required of it under applicable Environmental LawsLaws to conduct its respective businesses as it is currently being conducted, (iii) has not received written notice of any, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the BorrowerEagle Rock Entities after due inquiry there are no, none of pending events or circumstances that could reasonably be expected to form the Facilities contains, or has previously contained, basis for any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 actual or potential liability regarding environmental matters for the investigation or compliance with Environmental Laws with regard remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (iv) is not subject to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers Eagle Rock Parties after due inquiry, threatened actions, suits, demands, orders or proceedings relating to any Environmental Laws against the Eagle Rock Entities (collectively, “Proceedings”), except in the cases of clauses (i) through (iv) where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, actual or potential liability or Proceedings could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as described in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus, none of the Loan Parties, threatened, under Eagle Rock Entities nor their subsidiaries has entered into any agreement relating to any alleged violation of any Environmental Law to which any Loan Party or any Subsidiary actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below). Except as set forth in the Registration Statement, any Preliminary Prospectus, or the Prospectus, none of the Eagle Rock Entities or their subsidiaries is or will be currently named as a “potentially responsible party” under the Comprehensive Environmental Response, nor are there Compensation, and Liability Act of 1980, as amended (“CERCLA”). As used herein, “Hazardous Materials” means any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations material (including, without limitation, disposalpollutants, contaminants, hazardous or toxic substances or wastes) of any Loan Party that is regulated by or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could may give rise to liability under any Environmental LawsLaw.

Environmental Compliance. Except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 compliance or potential liability Environmental 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 ordersorders of Governmental Authorities, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. (a) Except as otherwise does not have, and would not cause a liability reasonably be expected to the Loan Parties and their Subsidiarieshave, individually or in the aggregate, a Material Adverse Effect, (i) the Company possesses, and is in excess compliance in all respects with, all permits, licenses and government authorizations and has filed all notices that are required under applicable Laws relating to protection of the Threshold Amount: environment or human health, pollution control, product registration and hazardous materials (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “FacilitiesEnvironmental Laws”) applicable to the Company and all operations at the Facilities are Subsidiaries; (ii) the Company is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Environmental LawsLaws or contained in any Law or demand letter issued, entered, promulgated or approved thereunder; and (iii) there are no past or present facts, conditions or circumstances that interfere with the conduct of the business and operations of the Company and the Subsidiaries in the manner presently conducted under any Environmental Law or which interfere with continued compliance with any Environmental Law. (b) There are no pending or, to the Knowledge of the Company, threatened legal, administrative, judicial, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations seeking to impose on the Company or any of the Subsidiaries, any liability or obligation arising under any Environmental Law (including the federal Comprehensive Environmental Response, Compensation and Liability Act), which liability or obligation, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect. Except as otherwise does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with the businesses and operations of the Company and the Subsidiaries which constitute a violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under(i) costs, expenses, liabilities or obligations for any applicable cleanup, remediation, disposal or corrective action under any Environmental Law; (ii) claims arising for personal injury, property damage or damage to natural resources; or (iii) fines, penalties or injunctive relief. (ec) To Except as otherwise does not have, and would not reasonably be expected to have, individually or in the best knowledge aggregate, a Material Adverse Effect, neither the Company nor any of the BorrowerSubsidiaries has (i) received any written notice of noncompliance with, no judicial proceeding violation of, or governmental liability or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, potential liability under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, Law; nor are there (ii) entered into any consent decrees decree, order or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businessessimilar agreement. (fd) To Notwithstanding any other representation or warranty contained in this Article III, the best knowledge representations and warranties contained in this Section 3.15 constitute the sole representations and warranties of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related Company relating to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsenvironmental matters.

Environmental Compliance. Except as would not cause a liability disclosed in Schedule 5.09: (a) each of the Borrowers and their respective Subsidiaries have complied with all Environmental Laws, and are in compliance with all Environmental Laws, except to the Loan Parties and their Subsidiariesextent that failure to comply therewith could not, individually or in the aggregate, in excess reasonably be expected to have a Material Adverse Effect; (b) all material facilities and property owned, leased, licensed or operated by the Borrowers or any Subsidiary of the Threshold Amount:AMID Borrower are in material compliance with all Environmental Laws; (ac) To to the best knowledge of the BorrowerParent, each of the facilities and real properties owned, leased or operated by any Loan Party Borrowers or any Subsidiary (of the “Facilities”) AMID Borrower after due inquiry and all operations at the Facilities are in compliance with all applicable Environmental Lawsinvestigation, there have been no material unresolved and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)outstanding past, and there are no conditions relating material pending or threatened: (i) claims, complaints, notices or requests for information received by Parent, Borrowers or any Subsidiary of the AMID Borrower with respect to any Environmental Law, including any alleged violation thereof, or (ii) written complaints, written notices or written inquiries to Parent, Borrowers or any Subsidiary of the AMID Borrower regarding potential liability of Parent, Borrowers or any Subsidiary of the AMID Borrower under any Environmental Law; and (d) to the Facilities knowledge of the Parent, Borrowers or any Subsidiary of any of the foregoing after due inquiry and investigation, no conditions exist at, on or under any property now or previously owned or leased by Parent, Borrowers or any Subsidiary of any of the foregoing which, with the passage of time, or the Businesses that giving of notice or both, could reasonably be expected, individually or in the aggregate, to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation of, or Law and result in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawMaterial Adverse Effect. (e) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as set forth on Schedule 3.32 and except for such matters as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Knowledge of the BorrowerCompany (i) the Company has not generated, each used, transported, treated, stored, released or disposed of, and has not suffered or permitted anyone else to generate, use, transport, treat, store, release or dispose of any “Hazardous Substance” (as hereinafter defined) in violation of any “Environmental Laws” (as hereinafter defined); (ii) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance resulting from the conduct of the facilities and real Company or the use of any property or facility by the Company or, to the Company’s Knowledge, any nearby or adjacent properties or facilities, that has created or would reasonably be expected to create any liability on the part of the Company under the Environmental Laws or that would require reporting to or notification by the Company to any governmental entity; (iii) no asbestos that is now or is reasonably likely to become friable or polychlorinated biphenal or underground storage tank is contained in or located at any facility owned, leased or operated used by the Company; and (iv) any Loan Party Hazardous Substance handled or dealt with in any Subsidiary (way in connection with the “Facilities”) Business of the Company, whether before or during the ownership of the Company, has been and is being handled or dealt with in all operations at the Facilities are respects in compliance with all applicable the Environmental Laws, and there is no violation of any Environmental Law with respect to Laws in effect at the Facilities or the businesses operated by any Loan Party or any Subsidiary at time such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Lawsactivities were being conducted. (b) To For purposes of this Agreement, the best knowledge of the Borrower, none of the Facilities containsterm “Hazardous Substance” shall mean substances that are defined or listed in, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability underotherwise classified pursuant to, any applicable Environmental Law. (e) To the best knowledge of the Borrower, no judicial proceeding Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party “toxic substances,” or any Subsidiary is other formulation intended to define, list or will be named classify substances by reason of deleterious properties such as a partyignitability, nor are there any consent decrees corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses“EP toxicity,” and petroleum. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Responsible Officers of Borrower, each of the facilities and real properties owned, leased or operated by any Loan Consolidated Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, Laws in all material respects and there is no violation of any Environmental Law in any material respect with respect to the Facilities or the businesses operated by any Loan Consolidated Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could are likely to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Responsible Officers of Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials Substances at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, applicable Environmental Laws. (c) To the best knowledge of the Responsible Officers of Borrower, no Loan Consolidated Party 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 Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Responsible Officers of Borrower, Hazardous Materials Substances 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 locationFacilities, in each case by or on behalf of any Loan Consolidated Party or any Subsidiary in violation of, or in a manner that would be reasonably is likely to give rise to liability under, any applicable Environmental Law. (e) To the best knowledge of the Responsible Officers of Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, or threatened, under any Environmental Law to which any Loan Consolidated Party 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 any Loan Consolidated Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Responsible Officers of Borrower, there has been no release or threat of release of Hazardous Materials Substances at or from the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of any Loan Credit Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could is likely to give rise to liability under any applicable Environmental Laws.

Environmental Compliance. Except as would not cause a liability Seller has at all times prior to the Loan Parties date of this Agreement and their Subsidiaries, individually or prior to the Closing Date complied in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance material respects with all applicable Environmental LawsLaws both in respect of the Business as carried on from time to time and in respect of any of the facilities at which the Business is now conducted or at which any Purchased Assets are located (each, a “Facility”) and there any prior facility or site at which the Business or at which any Purchased Assets have been located (each, a “Prior Facility”). Seller is no not aware of any circumstances that may cause Seller to be in material non-compliance or violation of any Environmental Law Laws and Seller is not aware of any circumstances affecting the Business that would reasonably be expected to justify the imposition of any requirement by a competent authority in accordance with respect to such authority’s powers and obligations under the Facilities Environmental Laws which would, if the requirement were not complied with, result in there being a material non-compliance or the businesses operated by violation of any Loan Party or any Subsidiary at such time (the “Businesses”), and there Environmental Laws. There are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrowerpast, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesSeller’s knowledge, threatenedthreatened proceedings, claims or actions against Seller brought under any Environmental Law Laws before any court, arbitrator or other body which have had or which would, in the event of a judgment, decision, ruling or order being unfavorable to which any Loan Party Seller, have a Material Adverse Effect on the Business 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the BorrowerPurchased Assets. To Seller’s knowledge, there no part of any Facility or any Prior Facility has been no contaminated (whether by the deposit, spillage, disposal, discharge, release or threat of release of leaching) in any material respect by any Hazardous Materials at Substances that represents a material hazard to health or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsenvironment.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge Each of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Business Facilities and all operations at the Business Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Business Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Business Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge None of the Borrower, none of the Business Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Business Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Neither any Loan Party 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 Business Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Business Facilities, or generated, treated, stored or disposed of at, on or under any of the Business Facilities or any other location, in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Business Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Business Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Business Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would could not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To Since the best knowledge of occupation thereof by the BorrowerBorrower or its Subsidiaries, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations of the Borrower and its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the operations by the Borrower or the Subsidiaries at the Facilities or the businesses operated by any Businesses, and, to the knowledge of the Responsible Officers of the Loan Party or any Subsidiary at such time (the “Businesses”)Parties, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the BorrowerResponsible Officers of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or or, threat of release of Hazardous Materials by the Borrower or its Subsidiaries at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. The Company and each of its subsidiaries has obtained all approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all governmental authorities, or from any other person, that are required under any Environmental Laws and used in its business or in the business of any of its subsidiaries, unless the failure to obtain such approvals, authorizations, certificates, consents, licenses, concessions, orders and permits or other similar authorizations, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. “Environmental Laws” shall mean all applicable laws relating to the protection of the environment, including, without limitation, all requirements pertaining to reporting, licensing, permitting, controlling, investigating or remediating emissions, discharges, releases or threatened releases of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, material or wastes, whether solid, liquid or gaseous in nature. Except as would not cause a liability set forth on Schedule 2.01(o), the Company has all necessary governmental approvals required under all Environmental Laws in connection with its business or in the business of any of its subsidiaries as now being conducted and as proposed to be conducted except for those approvals, if any, for which the Loan Parties and their Subsidiariesfailure to possess, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (e) have a Material Adverse Effect. To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers Company, the Company and each of its subsidiaries is also in compliance in all material respects with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or imposed under all Environmental Laws. Except for such instances as would not individually or in the Loan Partiesaggregate have a Material Adverse Effect, threatenedthere are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting the Company or its subsidiaries that violate or may violate any Environmental Law after the Closing Date or that may give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under any Environmental Law to which any Loan Party 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 ordersLaw, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (fii) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from based on or related to the operations manufacture, processing, distribution, use, treatment, storage (including, including without limitationlimitation underground storage tanks), disposal) , transport or handling, or the emission, discharge, release or threatened release of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawshazardous substance.

Environmental Compliance. Except as would not cause reasonably be expected to have a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold AmountMaterial Adverse Effect: (a) To the best knowledge of the Borrower, each Each of the facilities and real properties owned, leased or operated by any Loan Party 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 any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, Environmental Laws. (c) To Neither the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatenedthreatened in writing. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party 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 any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposalincluding disposal of Hazardous Materials) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. (a) Except as would not cause a liability to the Loan Parties disclosed in SECTION 3.16 OF THE COMPANY DISCLOSURE LETTER and their Subsidiariesexcept for any non-compliance which, individually or in the aggregate, in excess of would not reasonably be expected to have a Company Material Adverse Effect, (i) the Threshold Amount: (a) To the best knowledge of the Borrower, each of the facilities Company and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities its Subsidiaries are in compliance with all applicable Laws relating to Environmental LawsMatters (as defined below); (ii) the Company and its Subsidiaries have obtained, and there is no violation of any are in compliance with, all permits, licenses, authorizations, registrations and other governmental consents required by applicable Laws relating to Environmental Law with respect Matters, including those relating to the Facilities use, storage, treatment, transportation, release, emission and disposal of raw materials, by-products, wastes and other substances used or produced by or otherwise relating to the businesses operated by any Loan Party operations of the Company or any Subsidiary at such time its Subsidiaries; and (iii) to the “Businesses”)Company's knowledge, and there are no conditions past or present events, conditions, or activities by the Company or its Subsidiaries that would prevent compliance or continued compliance with any Law relating to the Facilities Environmental Matters or the Businesses that could give rise to liability under any applicable Environmental LawsLiability (as defined below) or Environmental Claim (as defined in Section 8.7) and no such Environmental Claim is pending or threatened against the Company or its Subsidiaries. (b) To As used in this Agreement, the best knowledge term "ENVIRONMENTAL MATTERS" means any matter arising out of or relating to pollution or protection of the Borrowerenvironment, none of the Facilities containshuman safety or health, or has previously containedsanitation, any Hazardous Materials atincluding matters relating to emissions, on discharges, releases or under the Facilities in amounts or concentrations that constitute or constituted a violation ofthreatened releases of pollutants, contaminants, or could give rise to liability underHazardous Substances or toxic materials or wastes into ambient air, Environmental Laws. (c) To the best knowledge of the Borrowersurface water, no Loan Party nor any Subsidiary has received any written or verbal notice ofground water, or inquiry from land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants or Hazardous Substances or toxic materials or wastes. "ENVIRONMENTAL LIABILITY" shall mean any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with obligation arising under any Law, including Laws relating to Environmental Laws with regard to any of the Facilities or the BusinessesMatters, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any current theory of the Facilities Law or any other location, in each case by or on behalf of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations equity (including, without limitation, any liability for personal injury, property damage or remediation) that results from, or is based upon or related to, the manufacture, processing, distribution, use, treatment, storage, disposal) , transport or handling, or the emission, discharge, release or threatened release into the environment, of any Loan Party pollutant, contaminant, chemical, or any Subsidiary in connection with the Facilities industrial, toxic or otherwise in connection with the Businesses, in violation of Hazardous Substance or in amounts or in a manner that could give rise to liability under Environmental Lawswaste.

Environmental Compliance. Except as (i) Each of the Partnership Entities is, and at all times prior hereto has been, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional or local authority, relating to pollution, the protection of human health or safety, the environment, natural resources, or the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) no Partnership Entity has received notice or otherwise has knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or liability would not cause a liability reasonably be expected to the Loan Parties and their Subsidiarieshave, individually or in the aggregate, a Material Adverse Effect. Except as described in excess the Registration Statement and the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against any of the Threshold Amount: Partnership Entities under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (ay) To the best knowledge none of the Borrower, each Partnership Entities is aware of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in issues regarding compliance with all applicable Environmental Laws, and there is no violation including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of any Environmental Law with respect to of the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)Partnership Entities, and there are no conditions (z) none of the Partnership Entities anticipates material capital expenditures relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) To the best knowledge of the Borrower, no Loan Party 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 reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, 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 any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as would not cause a liability to the Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) To the best knowledge of the BorrowerEach Credit Party will, each of the facilities and real properties ownedwill cause its Subsidiaries to, leased comply in all material respects with all Environmental Laws and Environmental Permits applicable to their business, operations and Real Property; obtain and maintain in full force and effect all material Environmental Permits applicable to its business, operations and Real Property; and conduct all response, investigation, remediation, cleanup or operated monitoring activity required by any Loan Party governmental or regulatory authority or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation in accordance with, the requirements of any Environmental Law with respect to the Facilities governmental or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), regulatory authority and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) To the best knowledge Each Credit Party will, and will cause its Subsidiaries to, do or cause to be done all things required by Environmental Laws to prevent any Release of Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any of the BorrowerCredit Parties or their Subsidiaries except in full compliance with applicable Environmental Laws or an Environmental Permit, none and ensure that there shall be no Hazardous Materials in, on, at, under or from any Real Property owned, leased or operated by any of the Facilities containsCredit Parties or their Subsidiaries except those that are present, or has previously containedused, any Hazardous Materials atstored, on or under the Facilities handled and managed in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, material compliance with applicable Environmental Laws. (c) To Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup or monitoring actions, necessary, at the best knowledge sole cost and expense of the BorrowerCredit Parties, no Loan Party nor (i) to address any Release of Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries as required pursuant to Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may be required by Environmental Law any environmental conditions relating to any Credit Party, Subsidiary, or their respective business or operations or to any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries pursuant to any reasonable written request of the Administrative Agent and, except for information and documents to the extent covered by attorney client privilege or attorney work product doctrine, share with the Administrative Agent all data, information and reports generated or prepared in connection therewith; (iii) to keep any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law, whether due to any act or omission of any Credit Party, Subsidiary has received or any written other person; and (iv) to promptly notify the Administrative Agent in writing of: (1) any material Release or verbal notice threatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with the terms and conditions of an Environmental Permit, (2) any material non-compliance with, or violation of, any Environmental Law applicable to any Credit Party or inquiry Subsidiary, any Credit Party’s or Subsidiary’s business and any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation, remediation, cleanup or monitoring activity at any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries required to be undertaken pursuant to Environmental Law, and (5) any notice or other communication received by any Company from any Governmental Authority regarding, person or governmental or regulatory authority relating to any violation, alleged violation, non-compliance, material Environmental Claim or material liability or potential liability regarding environmental matters of any Credit Party or compliance with Environmental Laws with regard Subsidiary pursuant to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedEnvironmental Law. (d) To If a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is not reasonably curable within 10 days or shall be continuing for more than thirty (30) days without the best knowledge Credit Parties commencing activities reasonably likely to cure such Default, the Credit Parties shall, at the written request of the BorrowerAdministrative Agent, (i) provide to the Administrative Agent within forty-five (45) days after such request, at the expense of the Credit Parties, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, any soil and/or groundwater sampling, prepared by a nationally recognized environmental consulting firm reasonably acceptable to the Administrative Agent and in the form and substance reasonably acceptable to the Administrative Agent and evaluating the presence or absence of Hazardous Materials and the estimated cost of any compliance or response action to address such Default and findings; (ii) promptly undertake all actions required by applicable Environmental Law to address any non-compliance with or violation of Environmental Law; (iii) promptly undertake all response actions required by Environmental Laws to address any recognized environmental conditions identified in the environmental assessment report to the reasonable satisfaction of the Administrative Agent; and (iv) permit the Administrative Agent and its representatives to have not been transported access to all Real Property and all facilities owned, leased or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under operated by any of the Facilities or any other locationCredit Parties and their Subsidiaries which are the subject of such Default for the purpose of conducting such environmental audits and testing as is reasonably necessary, in each case by or on behalf including subsurface sampling of any Loan Party 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) To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party 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 any Loan Party, any Subsidiarysoil and groundwater, the Facilities or cost for which shall be payable by the BusinessesCredit Parties. (f) To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.