Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities 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) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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. Except in each case as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities facilities and real properties owned, leased or operated by the Borrower or any 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 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) 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) Neither the 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) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary 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) 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 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 the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not (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:. (ab) Each Except as would not reasonably be expected to have, individually or in the aggregate, a 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 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 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 Facilities 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. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, each Credit Party and all each of its Restricted Subsidiaries (including with respect to their respective businesses, operations at the Facilities are and Properties) is and 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 a result thereof the Company has reasonably concluded that such Environmental Laws and claims could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:. (ab) Each of 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 BusinessesMortgaged Properties, and there are no conditions relating to the Facilities or the Businesses Mortgaged Properties that could give rise to liability any Environmental 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 Company, threatened claims or proceedings under Environmental Laws, including any such claims for liabilities under CERCLA relating to the disposal of Hazardous Materials, against any Mortgaged Property, or against 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 Mortgaged Property that, to the best knowledge of the Company, could reasonably be expected (i) to form the basis of any Environmental 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 Laws. (b) None Law, except to the extent that the aggregate effect of the Facilities containssuch facts, circumstances, conditions or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted occurrences could not reasonably be expected to have a violation of, or could give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) 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 the Borrower or any Subsidiary Loan Parties in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 as disclosed on Schedule 5.09, or as otherwise could not reasonably be expected to have a Material Adverse Effect: (a) Each The facilities and properties currently or formerly owned, leased or operated by the Borrower, or any of its respective Restricted Subsidiaries (the Facilities and all operations at the Facilities are “Properties”) do not contain any Hazardous Materials in compliance with all applicable Environmental Lawsamounts or concentrations which (i) constitute a violation of, and there is no violation of any Environmental Law with respect or (ii) could reasonably be expected to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under under, any applicable Environmental LawsLaw. (b) None of the Facilities containsBorrower, 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) 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 (including, without limitation, disposal) of the Borrower Borrower, 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 could shown on Schedule 5.16 or except as would not reasonably be expected to have a Material Adverse Effect: (a) Each none of the Facilities and all operations at the Facilities are Borrowers or Non-Borrower Subsidiaries, nor any operator of their properties, is in compliance with all applicable Environmental Lawsviolation, and there is no violation or alleged to be in violation, of any Environmental Law with respect to the Facilities or the Businessesjudgment, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsdecree, or has previously containedorder, any Hazardous Materials atlicense, 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities rule or any other locationApplicable Law pertaining to environmental matters, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 Subsidiary activities conducted by the Borrowers or Non-Borrower Subsidiaries, or, to the Borrowers’ knowledge by any 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 could 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 otherwise disclosed in the Commission Documents, (aA) Each none of the Facilities Operating Partnership, the Company, any of the Subsidiaries nor, to the Knowledge of the Operating Partnership and all operations the 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 Facilities are Company or the Subsidiaries (collectively, the “Real Property”), other than by any such action taken in compliance with all applicable Environmental LawsStatutes (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 there is no 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 Law 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 respect to the Facilities or the Businesses, and there such Environmental Statute. There are no conditions relating to costs or liabilities associated with the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard Real Property 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. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 Statute (including, without limitation, disposalany 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, would reasonably be expected to have a Material Adverse Effect. None of the entities that prepared Phase I or other environmental assessments with respect to the Real Property was employed for such purpose on a contingent basis or has any substantial interest in the Company or any of the Subsidiaries, and 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 extent there is a failure to comply, such failure does not materially impair the value of any of the Real Property and will not result in a forfeiture or reversion of title. None of the Operating Partnership, the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning 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 restrictions on or affecting the properties and assets (including the Real Property) of the Borrower Operating Partnership or any Subsidiary of the Subsidiaries that are required to be described in connection with the Facilities Commission Documents are disclosed therein. No lessee of any portion of any of the Real Property is in default under any of the leases governing such properties and there is no event which, but for the passage of time or otherwise in connection with the Businessesgiving of notice or both would constitute a default under any of such leases, in violation of except such defaults that individually or in amounts 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 of 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 the aggregate, if exercised, would not reasonably be expected to have a manner that could give rise Material Adverse Effect. As used herein, “Hazardous Material” includes, without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, regulation or rule including, without limitation, the 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 liability under time, and in the regulations promulgated pursuant to each of the foregoing (individually, an “Environmental LawsStatute” and collectively the “Environmental Statutes”) or by any federal, state or local governmental authority having or claiming jurisdiction over the properties and assets described in the Commission Documents (a “Governmental Authority”).

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each To the knowledge of the Facilities Responsible Officers of the Credit Parties, each of the facilities and real properties owned, leased or operated by 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, 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) None To the knowledge of the Responsible 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) Neither To the Borrower nor any Subsidiary knowledge of the Responsible Officers of the Credit Parties, no Consolidated Party 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 knowledge of the Responsible 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 of the Borrower or any Subsidiary 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) No To the knowledge of the Responsible 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 the Borrower or any Subsidiary Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any SubsidiaryConsolidated Party, the Sabra Facilities or the Businesses. (f) 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) businesses of 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 LawsConsolidated Parties.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: Borrower shall: (a) Each of the Facilities and comply (or cause compliance) 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsby, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation liability arising thereunder of, or could give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 (includingMortgaged Property, without limitationBorrower shall, disposal) 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 (x) an Event of 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 as could 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 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 complying 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 the Registration Statement, (ax) Each 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 Facilities 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 (A) any “hazardous substance” as defined in the Comprehensive Environmental Response Compensation and all operations at Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Facilities are in compliance with all applicable Environmental LawsResource Conservation and Recovery Act of 1976, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and there is no violation (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any Environmental Law with respect to the Facilities or 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: : (ai) Each of the Facilities Loan Parties and all their respective Subsidiaries and their respective operations at the Facilities 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 business, properties and facilities of the Loan Parties and their respective Subsidiaries under applicable Environmental Laws, and there is no compliance with the terms and conditions thereof; (ii) none of the Loan Parties or their respective Subsidiaries has received any written communication that alleges that any Loan Party or any of their respective Subsidiaries are in 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 Businesseswhich any Loan Party 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability 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 part of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, their respective Subsidiaries based on or under pursuant to any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 Except, with respect to the Borrowing Base Properties, as disclosed and described in Schedule 6.09 attached hereto and, with respect to all Real Properties, where the occurrence and/or existence of any of the following could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, 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) None of the Facilities Real Properties contains, or or, to the best knowledge of the Consolidated Parties, 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) Neither In the Borrower nor any Subsidiary past five (5) years, no Consolidated Party 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) 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 the Borrower or of any Subsidiary Consolidated Party 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) 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 the Borrower or any Subsidiary Consolidated Party 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 the Borrower, any SubsidiaryConsolidated Parties, the Facilities Real Properties or the Businesses. (f) 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 the Borrower or any Subsidiary Consolidated Party 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. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of Except as set forth on Schedule 8.8 to the Facilities Information Certificate, Borrower and all operations at the Facilities are in compliance with all applicable Environmental Lawsany Subsidiary have 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, and there are no conditions relating to the Facilities off its premises (whether or the Businesses that could give rise to liability under not owned by it) in any manner which at any time 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) None 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 Facilities containsrequirements of any Environmental Law by Borrower and any Subsidiary or the release, spill or has previously containeddischarge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or 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) Neither the Borrower nor and its Subsidiaries have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, 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 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) Hazardous Materials Borrower and its Subsidiaries have not been transported all licenses, permits, certificates, approvals or disposed similar authorizations required to be obtained or filed in connection with the operations 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businessesvalid and in full force and effect. (f) 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 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 disclosed and described in Schedule 6.09 attached hereto and except for matters that could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, 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) 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) Neither the Borrower nor any Subsidiary No Credit Party 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) 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 the Borrower or of any Subsidiary Credit Party 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) 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 the Borrower or any Subsidiary Credit Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any SubsidiaryCredit Parties, the Facilities Real Properties or the Businesses. (f) 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 the Borrower or any Subsidiary Credit Party 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 could disclosed on Schedule 5.09 and except as to matters that would not reasonably be expected likely to have a Material Adverse Effect: (a) Each To the knowledge of a Responsible Officer of the Facilities Company, the facilities and all operations at properties currently owned, leased or operated by the Facilities are Company, or by any of its respective Restricted Subsidiaries (the “Properties”), do not contain any Hazardous Materials in compliance with all applicable Environmental Lawsamounts or concentrations which (i) constitute a violation of, and there is no violation of any Environmental Law with respect or (ii) would reasonably be expected to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under under, any applicable Environmental LawsLaw. (b) None of the Facilities containsCompany, 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) Neither the Borrower 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) the Company, 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 the Borrower 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) 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) There To the knowledge of a Responsible Officer of the Company, 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 (including, without limitation, disposal) of the Borrower Company, 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 where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of 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 Businessesbusinesses of the 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) 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) 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) 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 the Borrower 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) 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 the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, Borrower or any Subsidiary, the Facilities Real Properties, or the Businessesbusinesses of the Borrower and its Subsidiaries. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 where the existence and/or occurrence of any of the following could not reasonably be expected to have a Material Adverse Effect: (a) Each All of 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 Businessesoperations 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) 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) Neither the Borrower 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) 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 the Borrower of any 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) 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 the Borrower any 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 the Borrower, any SubsidiaryObligor or Restricted Subsidiaries, the Facilities Real Estate or the Businessesoperations conducted thereon. (f) 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 the Borrower any 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 could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse EffectSeller represents that: (a) Each 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 environment, heath, waste or safety (collectively, “Environmental Laws”), which shall include, but not be limited to, the use, handling or disposal of the Facilities record keeping, notification and all operations at the Facilities recording requirements respecting any pollutant, hazardous substance, radioactive substance, toxic substance, solid waste, hazardous waste, medical waste, radioactive waste, special waste, petroleum or petroleum derived substance or waste, asbestos, or any hazardous or toxic constituent thereof (collectively “Hazardous Substance”) or work place or worker safety and 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 Businesseslocal 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) None 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 on-site or off-site disposal of the Facilities containsHazardous Substances. Seller has not received written notice from any person, including 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) Neither the Borrower nor any Subsidiary has received any written To Seller’s knowledge, there have been no releases, spills or verbal notice of, discharges of Hazardous Substances on 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) 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 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 Lawsuch properties. (e) 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 the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 specifically disclosed in Schedule 5.12: (a) The on-going operations of the 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 aggregate (exclusive of amounts payable under insurance policies and indemnity agreements which the Borrower or such Subsidiary reasonably expects to receive). (b) The Borrower and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) and necessary for their respective ordinary course operations, all such Environmental Permits are in good standing, and the Borrower and each of its Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits. (c) None of the Borrower, any of its Subsidiaries nor any of their respective present property or operations is subject to any outstanding written order from or 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 not reasonably be expected to have a Material Adverse Effect:, any claim, proceeding or written notice from any Person regarding any Environmental Law, Environmental Claim or Hazardous Material. (ad) Each of the Facilities and all operations at the Facilities There are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law Hazardous Materials or other conditions or circumstances existing with respect to any property of the Facilities Borrower or the Businessesany Subsidiary, and there are no conditions relating or arising from operations prior to the Facilities Closing Date, of the Borrower or the Businesses any of its Subsidiaries that could would reasonably be expected to give rise to Environmental Claims with a potential liability under any applicable Environmental Laws. (b) None of the Facilities containsBorrower and its Subsidiaries in excess of $5,000,000 in the aggregate for all such conditions, or has previously containedcircumstances and properties. In addition, 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. (ci) Neither neither the Borrower nor any Subsidiary has received any written underground storage tanks (x) that are not properly registered 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 permitted under applicable Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge (y) that are leaking or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release disposing of Hazardous Materials at or from the Facilitiesoff-site, or arising from or related to the operations and (including, without limitation, disposalii) of 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 and its Subsidiaries have met all material notification requirements under applicable Environmental Laws.

Environmental Compliance. Except as disclosed in the Borrower’s most recent annual and quarterly reports filed with the SEC or on Schedule 5.09, or as otherwise could not reasonably be expected to have a Material Adverse Effect: (a) Each The facilities and properties currently or formerly owned, leased or operated by the Borrower, or any of its respective Restricted Subsidiaries (the Facilities and all operations at the Facilities are “Properties”) do not contain any Hazardous Materials in compliance with all applicable Environmental Lawsamounts or concentrations which (i) constitute a violation of, and there is no violation of any Environmental Law with respect or (ii) could reasonably be expected to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under under, any applicable Environmental LawsLaw. (b) None of the Facilities containsBorrower, 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) 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 (including, without limitation, disposal) of the Borrower Borrower, 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 could in effect on such date and without taking into account any changes to such matters after such date) or except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 could not to matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each (i) no written notice, order, request for information, complaint or penalty has been received by Seller or any of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental Lawsits Subsidiaries, and (ii) there is are no judicial, administrative or other actions, suits or proceedings pending or threatened, in the case of each of (i) and (ii), 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 BusinessesPurchased Assets, the Business and there are no conditions relating to the Facilities or assets of the Businesses that could give rise to liability under any Purchased Subsidiaries, with all other applicable Environmental Laws. (b) 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) Neither With respect to the Borrower nor Purchased Assets, the Business, or the assets of the Purchased Subsidiaries, 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, relating to the knowledge current operations and facilities of the Responsible Officers of the Loan Parties, threatened, Business and which are in its or its Subsidiaries’ possession or under any Environmental Law to which the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businessestheir reasonable control. (f) 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 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 disclosed on Schedule 5.09 as of the Closing Date, or as otherwise could not reasonably be expected to have a Material Adverse Effect: (a) Each The facilities and properties currently or formerly owned, leased or operated by the Borrower, or any of its respective Restricted Subsidiaries (the Facilities and all operations at the Facilities are “Properties”) do not contain any Hazardous Materials in compliance with all applicable Environmental Lawsamounts or concentrations which (i) constitute a violation of, and there is no violation of any Environmental Law with respect or (ii) could reasonably be expected to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under under, any applicable Environmental LawsLaw. (b) None of the Facilities containsBorrower, 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) 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 (including, without limitation, disposal) of the Borrower Borrower, 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 could not reasonably be expected Seller represents and warrants to have a Material Adverse EffectPurchaser that to Seller's knowledge: (aA) Each of There is no pending claim, lawsuit, proceeding or other legal, quasi-legal, or administrative challenge concerning the Facilities 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 structures on the Premises at any time during or prior to Seller's ownership thereof. C) No electrical transformers, fluorescent light fixtures or other electrical equipment containing PCBs are or have been installed in or affixed to the Premises at any time during or prior to Seller's ownership thereof. D) 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 Businesseslocal 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could 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 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 respective 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 be expected to have a Material Adverse Effect: . The term “Hazardous Material” means (aA) Each any “hazardous substance” as defined in 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 Facilities 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 all operations at (B) neither the Facilities are in compliance with all applicable Environmental Laws, and there is no violation Partnership nor any of any Environmental Law with respect to the Facilities or 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 for such matters as set forth in the Disclosure Schedule pursuant to this Section 4.17 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect on the Company: (a) Each the Company and its Subsidiaries and each of the Facilities their respective properties and operations thereon are, 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None the Company and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their 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) Neither 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 Borrower 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 Properties 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 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 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) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or obligation under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law Laws with respect to the Borrowerinvestigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Company’s or any Subsidiary’s Properties and, to the Facilities Company’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the Businessesreceipt of such written notice. (fg) There to the Company’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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each 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 Facilities all Governmental Authorities, or from any other Person, that are required under any Environmental Law. Schedule 3.19(a) sets forth all material permits, licenses 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, 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) None 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 Facilities containsBusiness or that relate to Seller or the Transferred Assets. Seller is also in compliance in all material respects with all other limitations, restrictions, 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) Neither 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 Borrower nor any Subsidiary has received any written Business or verbal notice ofthe Transferred 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) Hazardous Materials have not been transported or disposed of from the FacilitiesSeller has delivered to Buyer all environmental documents, 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 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. (eii) 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 the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities Liability of Seller or the BusinessesBusiness. (f) 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 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 could would not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower 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) 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 the Borrower of 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) 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 the Borrower 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 the BorrowerGFI, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities The Company and all operations at the Facilities any Property owned or operated by 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 Businessesreal property is subject to any actual proceeding under any 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) 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) Neither the Borrower nor any Subsidiary has received any written there are no 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 involving the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 Polluting Substances by the Borrower or any Subsidiary in connection with 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, 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) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the BorrowerBorrowers, any SubsidiaryRestricted Subsidiary (excluding the ETMC JV), the Facilities or the Businesses. (f) 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 the Borrower 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. (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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as described in 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 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, (y) none of the Partnership Entities is 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 not reasonably be expected to have a Material Adverse Effect: (a) Each material effect on the capital expenditures, earnings or competitive position of any of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental LawsPartnership Entities, and there is no violation (z) none of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each To the knowledge of the Facilities Company or any Subsidiaries, there is no Hazardous Material on, about, under or in, any property, real or personal, in which the 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 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 its Subsidiaries are in material compliance with all operations applicable Environmental Laws, has received all required Environmental Permits and is in material compliance with the terms and conditions of all Environmental Permits. (f) To the best knowledge of the Company and its Subsidiaries after reasonable inquiry, there are no Liens arising under or pursuant to any Environmental Law ("Environmental Liens") relating to any real property (including improvements thereon) currently owned by the Company or any 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 Facilities are Company or any Subsidiary, except in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 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 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 not, in the aggregate, reasonably be expected to have a Material Adverse Effect: . Except as described in the Preliminary Prospectus or as identified in the Omnibus Agreement, (aA) Each there are no proceedings that are pending, or known to be contemplated, against any of the Facilities and all operations at 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, (B) none of the Facilities are in Partnership Entities is aware of any 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 Businesseshave a Material Adverse Effect, and there are no conditions (C) 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each To the Contributors' Knowledge, except as may be disclosed in the Disclosure Schedule or the environmental reports listed therein (the "Environmental Reports") (true and correct copies of which have been made available to the Facilities and all operations at Operating Partnership), the Facilities 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 BusinessesEnvironmental Reports, and there are no environmental conditions relating exist at, on, under, upon or affecting the Properties or any portion thereof that would reasonably be likely to the Facilities result in any material claim, liability or the Businesses that could give rise to liability obligation under any applicable Environmental LawsLaws or Environmental Permit or any material claim by any third party. (b) None To the 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 Facilities containsProperties, (ii) there has not been any Release of any reportable quantities of Hazardous Materials at the Properties 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities Properties or any other location, portion thereof except in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law compliance with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 all Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each The Borrower is not the subject of any pending or to the knowledge of the Facilities and all operations at Borrower or any Responsible Officer, threatened Environmental Claim, the Facilities are in compliance with all applicable Borrower is not subject to any order pursuant to any Environmental LawsLaw, and there is no violation of any Environmental Law with respect to the Facilities or knowledge of 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) None The Borrower is not in violation 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) Neither The Borrower has obtained all material Environmental Permits necessary for the use, occupancy and operation of the Properties owned or leased by it or to be acquired by it pursuant to an Acquisition, such Environmental Permits are in full force and effect in all material respects, and the Borrower nor 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) Hazardous Materials have The Borrower (i) is not been transported the subject of any pending or disposed of from the Facilitiesits knowledge threatened Governmental Proceeding by or before any Governmental Authority seeking to revoke, terminate or generated, treated, stored or disposed of at, impose any material limitation on or under any of the Facilities Environmental Permits and (ii) has not received any written notice from any Governmental Authority of any non-compliance with or violation of any other locationmaterial Environmental Permit that, in each case by or on behalf the Borrower or any Subsidiary in violation ofif left uncured, or in a manner that would be reasonably likely expected to give rise to liability under, any applicable result in the revocation or termination of such Environmental LawPermit. (e) No judicial proceeding There has been no Release of Hazardous Material at or governmental from any Property by the Borrower, any other person including any of its predecessors in interest 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 the Borrower 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 occupation by the Borrower, any Subsidiaryof its predecessors in interest or any tenants thereof, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials 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 the Borrower 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 could not reasonably be expected Since their inception, neither the Company, nor any of its Subsidiaries have been, in violation of any applicable law relating to the environment or occupational health and safety, where such violation would have a Material Adverse Effect: . The Company and its Subsidiaries (ai) Each of the Facilities are in compliance with any and all operations at the Facilities Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all applicable 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, a Material Adverse Effect. “Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions ” shall mean all applicable laws relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None protection 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 hazardous substances, chemical substances, pollutants, contaminants or toxic substances, material or wastes, whether solid, liquid or gaseous in nature. Other than as disclosed on Schedule 4(v), the Borrower Company and each of its Subsidiaries are also in compliance with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or any Subsidiary in connection with the Facilities imposed under all Environmental Laws. There are no past or otherwise in connection with the Businessespresent 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities 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 at the Facilities are and ‎Real Property; obtain and maintain in compliance with 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 there is no violation in accordance with, the requirements of any Environmental Law with respect to the Facilities governmental or 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.Laws.‎ (b) None 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 Facilities containsCredit Parties or their Subsidiaries ‎except in full compliance with applicable Environmental Laws or an Environmental Permit, or has previously contained, any and ensure ‎that there shall be no Hazardous Materials in, on, at, on under or under from any Real Property owned, leased or ‎operated by any of the Facilities Credit Parties or their Subsidiaries except those that are present, used, stored, ‎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.Laws.‎ (c) Neither Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, ‎including response, investigation, remediation, cleanup or monitoring actions, necessary, at the Borrower nor sole ‎cost and expense of the Credit Parties, (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) Hazardous 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 Credit Parties commencing activities reasonably likely to cure such Default, the Credit ‎Parties shall, at the written request of the Administrative 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge including subsurface sampling of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiarysoil and groundwater, the Facilities or cost for ‎which shall be payable by the Businesses. (f) 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 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.Credit Parties.‎

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities The Borrower 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 the Facilities or 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) 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) Neither be committed by the Borrower nor or any Subsidiary has received any written or verbal Subsidiary, (ii) receive 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 administrative or judicial complaint or order has been filed or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf about to be filed against the Borrower or any Subsidiary in alleging a material violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which requiring the Borrower or any Subsidiary is or will be named as a party, nor are there to take any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law action in connection with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at into the environment or (iii) receive any notice from the Facilitiesa federal, state or arising from local government agency or related to the operations (including, without limitation, disposal) of private party alleging that the 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the 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, 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) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Subsidiary, the Business Facilities or the Businesses. (f) 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 the Borrower 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 could would not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability 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) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Credit Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersorders of Governmental Authorities, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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) The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the 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, 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 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. (c) 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 Properties or are otherwise present at, on, in or under the Properties or, to the knowledge of the Loan Parties, 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 business in compliance with all applicable Environmental Laws, except where failure to comply could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported Each Loan Party and each of its Subsidiaries has procured all permits, 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 Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, conduct of its business except to the knowledge of the Responsible Officers of the Loan Parties, threatened, under extent any Environmental Law failure to which the Borrower 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 the Borrower, any Subsidiary, the Facilities or the BusinessesMaterial Adverse Effect. (f) 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 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 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 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 respective businesses, (iii) are in compliance with all terms and conditions of any such permit, license or approval, except as could not 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, reasonably be expected likely to have a Material Adverse Effect: (a) Each of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, 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 BusinessesProspectus or 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower 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) No judicial or will become a party to a governmental proceeding or governmental or administrative action that is pending orknown by the Company to be contemplated, to the knowledge of the Responsible Officers of the Loan Parties, threatened, arising under any Environmental Law to which the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businessesmore. (f) 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 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 could would not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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. 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, individually or in the aggregate, have a Material Adverse Effect, (ii) have not received notice or otherwise have 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 and radioactive or biologic materials. Except as described in the Disclosure Package, (x) there are no 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 not reasonably be expected to have a Material Adverse Effect: (a) Each material effect on the capital expenditures, earnings or competitive position of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental LawsPartnership Parties, and there is no violation (z) none of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each With respect to the Assets and any other Property (as defined in Article VIII of this Agreement) owned or operated by 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 Businessesreal property is subject to any Proceeding (as defined in Article VIII of this Agreement) under any 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) 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) Neither the Borrower nor any Subsidiary has received any written There are no 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 involving the release or threat of release of any Polluting Substances (as defined in Article VIII of this Agreement) at or on (i) any Property currently or in the past owned, operated or leased by the Seller or over which the Borrower Seller exercised managerial functions, or (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 was required to obtain any permit under an Environmental Law to construct, demolish, renovate, occupy, operate, or use such Property or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses.portion of it; (f) The Seller has not generated any Polluting Substances; (g) There has been no release or threat of release of Hazardous Materials at or from Polluting Substances by the Facilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities Maintain at all times all permits, licenses 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None Notify the 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 Facilities containsenforcement 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 has previously contained, (iii) the Company obtains knowledge of 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) Neither At any reasonable time following reasonable notice and as often as may be reasonably desired, permit the Borrower nor any 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 Company, 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 and whether there exists any condition or circumstance which may require a cleanup, removal or other remedial action by the Company or a Subsidiary with regard respect to any Hazardous 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 Facilities Company's or the Businesses, nor does any Responsible Officer of Subsidiary's compliance with any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilitiesenvironmental law, or generated, treated, stored or disposed of at, on or under any (b) day to day decision making of the Facilities or any other location, in each case by or on behalf the Borrower Company or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to (i) compliance with environmental laws or (ii) all or substantially all of the Borrower, operational aspects of the Company or any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the BorrowerAWI, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities Except as set forth on Schedule 8.8, Borrowers, Guarantors and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation any Subsidiary 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, 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) None 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 Facilities containsrequirements of any Environmental Law by any Borrower or Guarantor or the release, spill or has previously containeddischarge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or 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) Neither the Borrower nor 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 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) Hazardous Materials Borrowers and Guarantors have not been transported all Permits required to be obtained or disposed filed in connection with the operations 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, Borrowers and Guarantors under any Environmental Law to which the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businessesvalid and in full force and effect. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities facilities and real properties owned, leased or operated by 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 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) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the BorrowerParent, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 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 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 respective 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 not, in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each Effect or has otherwise already been resolved. Except as described in each of the Facilities Time of Sale Information and all operations at the Facilities are in compliance with all applicable Environmental LawsOffering Memorandum, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and (A) there are no conditions relating to the Facilities or the Businesses proceedings that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsare pending, 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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) competitive position of the Borrower or any Subsidiary in connection with Partnership Parties taken as a whole, and (C) the Facilities or otherwise in connection with Partnership Parties do not anticipate that the Businesses, in violation of or in amounts or in a manner that could give rise Partnership Parties will be required to liability under incur material capital expenditures relating to Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary No Loan Party 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) 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 the Borrower or any Subsidiary Loan Party in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Loan Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the any Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower or any Subsidiary Loan Party 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary No Loan Party 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) 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 the Borrower or of any Subsidiary Loan Party in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Loan Party 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 the Borrower, any SubsidiaryLoan Party, the Facilities or the Businesses. (f) 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 the Borrower or any Subsidiary Loan Party 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 None of the Loan Parties or their Subsidiaries nor any of their respective facilities or operations: (a) are subject to, or the subject of, any proceedings regarding environmental matters or compliance with Environmental Laws or Permits that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:; (ab) Each lack any of the Facilities Permits required to conduct their business and all operations at under Environmental Law and the Facilities Loan Parties and their Subsidiaries are in compliance in all material respects with all applicable Environmental Lawsobligations, terms and there is no 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 soil, surface water or ground water in violation of any Environmental Law with respect or in a manner so as to the Facilities or 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) None of Liability that, individually or in the Facilities containsaggregate, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted could reasonably be expected to have a violation of, or could give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.Material Adverse Effect; (d) Hazardous Materials have not been transported owe any duties, taxes or disposed similar contributions (whether federal, state or municipal) relating to the use or supply of from water or the Facilitiesdischarge 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, or generatedincluding tax laws and Environmental Laws. All wastewater discharged by the Loan Parties and their Subsidiaries is discharged in material compliance with applicable Laws, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf 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 including tax laws and Environmental Law.Laws; or (e) No judicial proceeding are subject to any outstanding written order, 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 the Borrower any Environmental Liability, or any Subsidiary is or will be named as a party, nor are there activity relating to any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each set forth in Schedule 4.17 of the Facilities Seller Disclosure Schedule: (i) to the Knowledge of Seller, each of the Companies and all operations at the Facilities are Subsidiaries is and has been in compliance in all material respects with all applicable Environmental LawsLaws and Environmental Permits; (ii) there are no material actions or proceedings pending, and there is no violation or to the Knowledge of Seller, threatened, against any Environmental Law Company or any Subsidiary with respect to the Facilities Business (or the Businesses, and there are no conditions against Seller relating to any Company or any Subsidiary with respect to the Facilities Business) alleging noncompliance with or the Businesses that could give rise 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; (biv) None to the Knowledge of Seller, none of the Facilities containsReal Estate (including soils, groundwater, surface water, buildings, or has previously contained, other structures) is contaminated with any Hazardous Materials at, on Material in such a manner or under the Facilities in amounts concentration that any Company or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received would be required under 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 remedy the existence of such Hazardous Material and all properties formerly owned, leased or operated by 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) 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 Company or any other location, in each case Subsidiary were not contaminated with Hazardous Material during the period of ownership or operation by or on behalf the Borrower any 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) 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 remedy the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businessesexistence of such Hazardous Material. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Without limiting the generality of Section 2.17(b), the Company and its Subsidiaries possesses, and is in material compliance with, all permits, licenses and Governmental Authorizations and has filed all material notices that are required under applicable Environmental Laws (as defined below), including all such permits, licenses and other Governmental Authorization required to lawfully use and occupy the premises occupied by the Acquired Corporations (including the Leased Real Property). Each of the Facilities permits, licenses and Governmental Authorizations referred to in the preceding sentence has been at all operations at relevant times effective and the Facilities are in compliance with all applicable Environmental LawsAcquired Corporation have not received any notice of, and there is no violation are not aware of, any circumstances which might lead to any proposed revocation, cancellation, withdrawal, amendment, variation, surrender or refusal of any Environmental Law with respect to the Facilities or the Businessessuch permits, licenses and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental LawsGovernmental Authorizations. (b) None The Company and its Subsidiaries is and has been in compliance in all material respects with all, and has not been and is not in material violation of the Facilities containsor subject to any material liability under any, 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, applicable Environmental Laws. (c) Neither No the Borrower nor Acquired Corporations is the subject of any Subsidiary has pending or threatened Legal Proceedings or received any written notice involving a demand for damages or verbal notice of, other liability for a breach 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 violation of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedEnvironmental Law. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under No Acquired Corporations has received any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation notice of, or in a manner that would be reasonably likely to give rise to liability underis aware of, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, circumstances which might lead to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under liability in connection with any Environmental Law with respect to the Borrower, any SubsidiaryAcquired Corporation, the Facilities premises occupied by any Acquired Corporations (including the Leased Real Property) or the Businessescurrent or past use or occupation on or about such premises. (fe) 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 conduct of the Borrower business by the Acquired Corporations does not constitute a nuisance, nor has any claim been made in respect of the use or operation of the premises occupied by the Acquired Corporations (including the Leased Real Property) by any Subsidiary in connection with the Facilities adjoining landowner or otherwise in connection with the Businesses, in violation of other party or in amounts or in a manner that could give rise to liability under Environmental Lawsgovernment agency.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each To the knowledge of the Responsible Officers of the Loan Parties, (i) all operations at the Facilities and all operations at 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, 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) None To the knowledge of the Responsible 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) Neither the Borrower No Loan Party 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) 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 the Borrower a 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) 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 the Borrower a 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 the Borrowera Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There To the knowledge of the Responsible Officers of the Loan Parties, 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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities Credit Party will, and will cause its Subsidiaries to, comply in all operations at the Facilities are in compliance 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 there is no violation in accordance with, the requirements of any Environmental Law with respect to the Facilities governmental or 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) None 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 Facilities containsCredit Parties or their Subsidiaries except in full compliance with applicable Environmental Laws or an Environmental Permit, or has previously contained, any and ensure that there shall be no Hazardous Materials in, on, at, on under or under from any Real Property owned, leased or operated by any of the Facilities Credit Parties or their Subsidiaries except those that are present, used, stored, 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) Neither Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup or monitoring actions, necessary, at the Borrower nor sole cost and expense of the Credit Parties, (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) 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 Credit Parties commencing activities reasonably likely to cure such Default, the Credit Parties shall, at the written request of the Administrative 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge including subsurface sampling of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiarysoil and groundwater, the Facilities or cost for which shall be payable by the BusinessesCredit Parties. (f) 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 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 could would not reasonably be expected to have result in a Material Adverse Effectmaterial Liability of Seller or any of its Affiliates: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf 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. (ei) No judicial proceeding written notice, notification, demand, request for information, citation, summons or governmental or administrative action order has been received, no complaint has been filed, no outstanding penalty has been assessed and no Legal Proceeding is pending or, to the knowledge of Seller, threatened by any Governmental Authority or other Person with respect to any matters relating to the Responsible Officers Purchased Assets, the Business or any Real Property and, in each case, relating to or arising out of a violation of or Liability under any Environmental Law or any Environmental Condition. (ii) No Hazardous Substance has been Released at, on, under or migrating from any Real Property, that resulted in a condition that requires, at the Loan Parties, threatenedtime of any past or future discovery, under any Environmental Law to which as in effect on the Borrower Closing Date (or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the BorrowerLeased Real Property, under any Subsidiaryapplicable Real Property Lease as in effect on the Closing Date) reporting, the Facilities investigation, assessment, cleanup, remediation or the Businessesany other type of response action by Seller or any of its Affiliates. (fiii) There None of any Real Property or any property to which Seller or any of its Affiliates has, in connection with its occupation of any Real Property or operation of the Business or the Purchased Assets, transported or arranged for the transportation or disposal of any Hazardous Substances, is listed or 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. (iv) With respect to the Business and the Purchased Assets, each of Seller and its Affiliates is, and has been no release for the past 3 years, in compliance with all Environmental Laws as in existence on or threat of release of Hazardous Materials at or from the Facilities, or arising from or related prior to the operations Closing Date and all Permits issued pursuant to any such Environmental Law. (includingv) To the knowledge of Seller, without limitation(i) there is no asbestos nor any asbestos-containing materials used in, disposal) applied to or in any way incorporated in any building, structure or other form of improvement on the Owned Real Property or in any space occupied by the Business at the Leased Real Property which is in a condition as of the Borrower Closing Date that represents a violation of any then-existing Environmental Law or any Subsidiary Real Property Lease and (ii) each of Seller and its Affiliates (in connection with the Facilities Purchased Assets or otherwise the Business) does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in connection with any way. (b) Seller has delivered or made available to Buyer copies of all material documents, records and information in its possession, or the Businessespossession of its Affiliates, or of which Buyer or any of its Affiliates has knowledge and can reasonably obtain, and, in violation each of the foregoing cases, concerning Environmental Conditions or in amounts material compliance with or in a manner that could give rise to liability material potential Liability under Environmental LawsLaws with respect to the Purchased Assets and the Business, including any previously conducted environmental compliance audits, environmental site assessments, asbestos surveys and material documents regarding any Release of any Hazardous Substance at, on, under or migrating to or from the Real Property. (c) Other than as set forth in this Section 3.19 (Environmental Compliance), Section 3.03 (Government Authorization; Required Consents), Section 3.05 (Noncontravention), Section 3.06 (Financial Information; Undisclosed Liabilities), Section 3.10 (Litigation) and Section 3.20 (Permits), Seller does not make any representation or warranty with respect to environmental matters.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities The Borrower will comply in all material respects with any 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businessesincluding, 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) Hazardous Materials have not been transported or disposed of from the Facilitieswithout limitation, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, all Environmental Laws in each case by or on behalf the Borrower or any Subsidiary jurisdictions in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is owns property, operates, arranges for disposal or will be named as a partytreatment of hazardous substances, nor are there any consent decrees solid waste or other decreeswastes, consent ordersaccepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. The Borrower will furnish to the Banks promptly after receipt thereof a copy of any notice the Borrower or any Subsidiary may receive from any governmental authority, private person or entity or otherwise that any litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against the Borrower or such Subsidiary, any real property in which the Borrower or such Subsidiary holds any interest or any past or present operation of the Borrower or such Subsidiary. The Borrower will not allow the storage, release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which the Borrower holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this subsection "litigation or proceeding" means any demand, claim, notice, suit, suit in equity, action, administrative orders action, investigation or other ordersinquiry whether brought by any governmental authority, private person or other administrative entity or judicial requirements outstanding under any Environmental Law with respect to otherwise. The Borrower shall defend, indemnify and hold the BorrowerBanks harmless against all costs, any Subsidiaryexpenses, the Facilities claims, damages, penalties and liabilities of every kind or the Businesses. nature whatsoever (fincluding attorneys' fees) There has been no release arising out of or threat of release of Hazardous Materials at or resulting from the Facilities, or arising from or related to the operations (including, without limitation, disposal) noncompliance of the Borrower or any Subsidiary in connection with any Environmental Law provided that, so long as and to the Facilities extent that the Banks are not required to make any payment or otherwise in connection suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks' recourse for indemnity in respect of the matters provided for in this Section 7.07 shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a Lien, or a basis of a claim of Lien or levy of execution, against either the Borrower's general assets or the general assets of any of its Subsidiaries.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each The operations of the Facilities and Originator comply in all operations at the Facilities are in compliance material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or 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) None of the Facilities containsThere are no claims, investigations, litigation, administrative proceedings, whether pending or, to Originator's best knowledge, threatened, or has previously containedjudgments or orders, relating to any Hazardous Materials ator alleging the violation of any Environmental Laws (collectively "ENVIRONMENTAL MATTERS") relating in any way to any operations of Originator on any real property leased or owned by Originator or to the operations of Originator the result of which, on or under the Facilities in amounts or concentrations that constitute or constituted if adversely determined, would have a violation of, or could give rise to liability under, Environmental LawsMaterial Adverse Effect. (c) Neither the Borrower nor To Originators' knowledge, no Hazardous Materials are presently stored or otherwise located on, in or under any Subsidiary has received any written real property leased, owned 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 operated by Originator except in material compliance with all applicable Environmental Laws with regard to any of the Facilities or the BusinessesLaws, nor does any Responsible Officer and, no part of any Loan Party have knowledge real property leased, owned or reason operated by Originator or to believe that Originators' best knowledge, adjacent parcels, including the groundwater located thereon, is presently contaminated by any such notice will be received or is being threatenedHazardous Material. (d) Hazardous Materials have Originator has not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or filed any notice under any international, federal, state, regional, provincial or local law indicating past or present treatment, storage or disposal of a Hazardous Material or reporting a spill or release of a Hazardous Material into the Facilities or any other locationenvironment the result of which, in each case by or on behalf the Borrower or any Subsidiary in violation ofif adversely determined, or in would have a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Lawmaterial adverse effect. (e) No judicial proceeding Originator does not have any known material liability, contingent or governmental otherwise, in connection with any release of any Hazardous Material into the environment. (f) Originator hereby indemnifies Funding and agrees to hold Funding harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and reasonable attorneys' fees and legal expenses) which at any time or administrative action is pending orfrom time to time may be paid, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower incurred 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 orderssuffered by, or other administrative asserted against, Funding arising directly or judicial requirements outstanding under indirectly from the violation by the Originator of any Environmental Law with respect to any Resort or Additional Resort; or with respect to, or as a direct or indirect result of the Borrowerpresence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, properties utilized, owned or operated by Originator in the conduct of its business into or upon any Subsidiaryland, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilitiesatmosphere, or arising from any watercourse, body of water or related to the operations wetland, of any Hazardous Material (including, without limitation, disposal) any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under the Environmental Laws); PROVIDED that to the extent that Originator is strictly liable under any Environmental Laws, the Originator's obligations to indemnify Funding hereunder shall likewise be without regard to fault on the part of Originator and with respect to the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of law which results in liability to Originator; PROVIDED, FURTHER, that this Section 3.10A shall not apply with respect to any liability, release, violation or other matter that arises solely from Originator's gross negligence or wilful misconduct after Originator loses possession of any property due to foreclosure or other exercises of remedies by Funding. To the extent that the undertaking to indemnify, pay and hold harmless set forth in amounts this Section 3.10A may be unenforceable because it is violative of any law or public policy, Originator shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnifications set forth in a manner that could give rise to liability under Environmental Laws.this Section 3.10A.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the 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, 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) 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) Neither the 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any applicable Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect applicable to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 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 facilities and properties, and as a result thereof the Borrower has reasonably concluded that, other than exceptions to any of the following that could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the Facilities “Properties”) and all operations at the Facilities Properties are in compliance compliance, and have in the last five years (or such shorter time as the Borrower or any Subsidiary has owned such Property) 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 Facilities Properties or the Businesses, and there are no conditions relating to business operated by the Facilities Borrower or any of its Subsidiaries (the Businesses that “Business”) which could give rise to liability under any applicable Environmental Laws.materially interfere with the continued operation of the Properties; (b) 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) Neither the 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 applicable 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) No 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 the Borrower 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) 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 the Borrower or any Subsidiary is or will be named as a partyparty with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities Properties or the Businesses.Business; and (fe) 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 (including, without limitation, disposal) of 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 Environmental Laws.

Environmental Compliance. Except insofar as could any exception to any of the following, or any aggregation of such exceptions, is not reasonably be expected likely to have result in a Material Adverse Effect: (a) Each The facilities and properties owned, leased or operated by Holdings, the Borrower or any of its Subsidiaries (the Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws“Properties”) do not contain, and there is no violation of any Environmental Law with respect to the Facilities or 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) 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) Neither None of Holdings, the 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) Hazardous Materials of 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 the Borrower 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) 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 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 the Borrower, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities The Borrower will comply in all material respects with any 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businessesincluding, 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) Hazardous Materials have not been transported or disposed of from the Facilitieswithout limitation, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, all Environmental Laws in each case by or on behalf the Borrower or any Subsidiary jurisdictions in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is owns property, operates, arranges for disposal or will be named as a partytreatment of hazardous substances, nor are there any consent decrees solid waste or other decreeswastes, consent ordersaccepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. The Borrower will furnish to the Banks promptly after receipt thereof a copy of any notice the Borrower or any Subsidiary may receive from any governmental authority, private person or entity or otherwise that any litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against the Borrower or such Subsidiary, any real property in which the Borrower or such Subsidiary holds any interest or any past or present operation of the Borrower or such Subsidiary. The Borrower will not allow the storage, release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which the Borrower holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this subsection “litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative orders action, investigation or other ordersinquiry whether brought by any governmental authority, private person or other administrative entity or judicial requirements outstanding under any Environmental Law with respect to otherwise. The Borrower shall defend, indemnify and hold the BorrowerBanks harmless against all costs, any Subsidiaryexpenses, the Facilities claims, damages, penalties and liabilities of every kind or the Businesses. nature whatsoever (fincluding attorneys’ fees) There has been no release arising out of or threat of release of Hazardous Materials at or resulting from the Facilities, or arising from or related to the operations (including, without limitation, disposal) noncompliance of the Borrower or any Subsidiary in connection with any Environmental Law provided that, so long as and to the Facilities extent that the Banks are not required to make any payment or otherwise in connection suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks’ recourse for indemnity in respect of the matters provided for in this Section 7.07 shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a Lien, or a basis of a claim of Lien or levy of execution, against either the Borrower’s general assets or the general assets of any of its Subsidiaries.

Environmental Compliance. Except as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at any 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could disclosed in SECTION 3.16 OF THE COMPANY DISCLOSURE LETTER and except for any non-compliance which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: , (ai) Each of the Facilities Company 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 Businessesoperations of the Company or its Subsidiaries; and (iii) to the 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) None As used in this Agreement, the term "ENVIRONMENTAL MATTERS" means any matter arising out of or relating to pollution or protection of the Facilities containsenvironment, human 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice ofsurface water, ground 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower any 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 disclosed on Schedule 5.09 as of the Seventh Amendment Effective Date, or as otherwise could not reasonably be expected to have a Material Adverse Effect: (a) Each The facilities and properties currently or formerly owned, leased or operated by the Borrower, or any of its respective Restricted Subsidiaries (the Facilities and all operations at the Facilities are “Properties”) do not contain any Hazardous Materials in compliance with all applicable Environmental Lawsamounts or concentrations which (i) constitute a violation of, and there is no violation of any Environmental Law with respect or (ii) could reasonably be expected to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under under, any applicable Environmental LawsLaw. (b) None of the Facilities containsBorrower, 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (fe) 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 (including, without limitation, disposal) of the Borrower Borrower, 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each To the best of the Facilities Borrowees knowledge, all real property leased, owned, controlled or operated by the Companies (the "Properties") and their 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 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsCompanies, and to the best of the Borrower's knowledge, no previous owner, tenant, occupant or user of any of the Properties or any other Person, has previously containedengaged in or permitted 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 or the maintenance of which is prohibited or penalized. (c) To the best of the Borrower's knowledge, on no Hazardous Material has been or is currently located in, on, under or about any of the Facilities Properties in amounts a manner which materially violates any Environmental Law or concentrations that constitute which requires cleanup or constituted corrective action of any kind under any Environmental Law. (d) 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, to the best of the Borrower's knowledge, any prior owner or occupant of any of the Properties which has not been fully satisfied and complied with in a violation of, or could give rise timely fashion so as to liability under, bring such Property into full compliance with all Environmental Laws. (ce) Neither the Borrower nor The Companies have all permits and licenses required under any Subsidiary has received any written or verbal notice of, or inquiry from Environmental Law to be issued to them by any Governmental Authority regarding, on account of any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to all of its activities on any of the Facilities or Properties, except to the Businesses, nor does any Responsible Officer extent that the absence of any Loan Party such permit or license could have knowledge 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 reason to believe that any circumstances reported or assumed in the application for or granting of such notice will be received permits or is being threatenedlicenses exist, and such permits and licenses are in full force and effect. (df) Hazardous Materials have not been transported or disposed No portion of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities Properties has been listed, designated or identified in the National Priorities List (NPL) or the CERCLA information system (CERCLIS), both as published by the United States Environmental Protection Agency, or any other locationsimilar list of sites published by any Federal, in each case by state or on behalf the Borrower local authority proposed for or any Subsidiary in violation ofrequiring cleanup, or in a manner that would be reasonably likely to give rise to liability under, remedial or corrective action under any applicable Environmental Law. (eg) No judicial proceeding or governmental or administrative action The Borrower, at its expense, has provided (or, if indicated on Schedule 4.20, will provide within the period specified thereon) prior to the first Advances after the date hereof to the Agent and the Lenders a "Phase One" site assessment for each of the Properties designated by the Lenders (including those designated on Schedule 4.20 and required as a condition to the execution of this Agreement under Section 3.01), including all owned Properties (collectively the "Environmental Site Assessments"), prepared by an environmental consulting firm of national reputation reasonably satisfactory to the Lenders, together with a letter (to the extent that Borrower is pending orable to obtain such letter, after using commercially reasonable efforts), from such firm to the Agent authorizing the Agent and the Lenders to rely thereon. Each of the Environmental Site Assessments provided to the Agent and the Lenders is, to the knowledge best of the Responsible Officers Borrower's knowledge, true and accurate in all material respects. In addition, the Borrower has provided (or, if indicated on Schedule 4.20, will provide within the period specified thereon) to the Agent and the Lenders true and accurate responses to the Agent's Environmental Questionnaire as to each of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the BusinessesProperties. (f) 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 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 in each case as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (collectively the “Facilities” and each a “Facility”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or 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) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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, including disposal) of 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 could not reasonably be expected to have a Material Adverse Effect: (aA) Each of Legacy, the Facilities Legacy Subsidiaries and all of their Properties and operations at the Facilities are in material compliance with all applicable Environmental Laws. To the Best Knowledge of Legacy, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions relating past, present, or future conditions, events, activities, practices or incidents that would reasonably be expected to materially interfere with or prevent the Facilities compliance of Legacy or the Businesses that could give rise to liability under any Legacy Subsidiary with all applicable Environmental Laws. (bB) None of the Facilities containsLegacy and each Legacy Subsidiary have obtained all material permits, or has previously contained, any Hazardous Materials at, on or licenses and authorizations that are required under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, all applicable Environmental Laws. (cC) Neither No Hazardous Materials exist on, about or within any of the Borrower Properties, nor, to the Best Knowledge of Legacy, have any Hazardous Materials previously existed on, about or within or been used, generated, stored, transported, disposed of, on or released from any of the Properties, except as would not reasonably be expected to result in a Material Adverse Change. The use that Legacy or any Legacy Subsidiary makes of the Properties will not result in the use, generation, storage, transportation, accumulation, disposal or release of any Hazardous Material on, in or from any of the Properties, except as would not reasonably be expected to result in a Material Adverse Change. (D) There is no action, suit, proceeding, investigation, or inquiry before any Governmental Authority pending or, to the Best Knowledge of Legacy, threatened, against Legacy or any Legacy Subsidiary relating in any way to any Environmental Law. To the Best Knowledge of Legacy, neither Legacy nor any Legacy Subsidiary has any liability for remedial action under any Environmental Law. Neither Legacy nor any Legacy Subsidiary has received any written request for information by any Governmental Authority with respect to the condition, use or verbal operation of any of the Properties nor has Legacy or any Legacy Subsidiary received any written notice offrom any Governmental Authority or other Person with respect to any violation of or claimed or potential liability of any kind under any Environmental Law (including any letter, notice or inquiry from any Person, including any Governmental Authority regardingAuthority, 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) 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 informing Legacy or any other location, Legacy Subsidiary that it is or may be liable in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, way under any Environmental Law Laws or requesting information to which the Borrower or any Subsidiary is or will enable such a determination to be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businessesmade). (f) 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 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 (i) The Company and each of its subsidiaries (x) are and since December 31, 2022 have been in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution, the protection of human health or safety, the environment, hazardous or toxic substances or wastes, chemicals, pollutants or contaminants (collectively, “Hazardous Substances”), or the protection of natural resources from Hazardous Substances (collectively, “Environmental Laws”); (y) have received and are and have been in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Hazardous Substances, and have no Knowledge of any event or condition that would reasonably be expected to result in any such notice, liability, obligation or violation; and (ii) there are no costs, obligations or liabilities associated with Environmental Laws of or relating to the Company or any of its subsidiaries, except in the case of each of (i) and (ii) above, (1) as could otherwise disclosed in the Registration Statement or the Prospectus or (2) for any such matter as would not reasonably be expected to have a Material Adverse Effect: ; and (aiii) Each of except as described in the Facilities and all operations at Registration Statement or the Facilities are in compliance with all applicable Environmental LawsProspectus, and (x) there is no violation proceeding that is pending, or to the Company’s Knowledge. that is contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, (y) the Company and its subsidiaries are not aware of any Environmental Law with respect to the Facilities facts or 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability issues regarding environmental matters or compliance with Environmental Laws with regard that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates any material capital expenditures relating 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 Seller has at all times prior to the date of this Agreement and prior to the Closing Date complied in all material respects with all applicable Environmental Laws both in respect of the Business as could 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 any prior facility or site at which the Business or at which any Purchased Assets have been located (each, a “Prior Facility”). Seller is not aware of any circumstances that may cause Seller to be in material non-compliance or violation of any Environmental 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 such authority’s powers and obligations under the Environmental Laws which would, if the requirement were not complied with, result in there being a material non-compliance or violation of any Environmental Laws. There are no past, pending or, to Seller’s knowledge, threatened proceedings, claims or actions against Seller brought under any Environmental 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 Seller, have a Material Adverse Effect: (a) Each of Effect on 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 Business or 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesPurchased Assets. To Seller’s knowledge, nor does any Responsible Officer no part of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities Facility or any other locationPrior Facility has been contaminated (whether by the deposit, spillage, disposal, discharge, release or leaching) in each case any material respect by any Hazardous Substances that represents a material hazard to health or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businessesenvironment. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the 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, 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) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Subsidiary, the Business Facilities or the Businesses. (f) 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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effectdisclosed and described in Schedule 6.09 attached hereto: (a) Each of the Facilities and Mortgaged Properties and, to the knowledge of the Loan Parties, all operations at the Facilities thereon are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities Mortgaged Properties or the Businesses, and there are no conditions relating to the Facilities Mortgaged Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities Mortgaged Properties contains, or has previously contained, any Hazardous Materials at, on or under the Facilities Mortgaged Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary No Loan Party 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 Mortgaged 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) 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 the Borrower or of any Subsidiary Loan Party in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Loan Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any SubsidiaryLoan Parties, the Facilities Mortgaged Properties or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesMortgaged Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Loan Party in connection with the Facilities Mortgaged Properties 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliancenon‑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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the No 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) 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 the of any Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the any Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the any Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the any 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 could not reasonably be expected to have a Material Adverse Effectotherwise set forth in Confidential Schedule 3.22: (aA) Each of GBNK, the Facilities GBNK Subsidiaries and all of their Properties and operations at the Facilities are in material compliance with all applicable Environmental Laws, and there is no violation Laws (as defined in Section 10.10(D)). Neither GBNK nor any GBNK Subsidiary has received any written notice of any Environmental Law past, present, or future conditions, events, activities, practices or incidents that would reasonably be expected to materially interfere with respect to or prevent the Facilities compliance of GBNK or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any GBNK Subsidiary with all applicable Environmental Laws. (bB) None of the Facilities containsGBNK and each GBNK Subsidiary have obtained all material permits, or has previously contained, any Hazardous Materials at, on or licenses and authorizations that are required under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, all applicable Environmental Laws. (cC) No Hazardous Materials (as defined in Section 10.10(F)) exist on, about or within any of the Properties, nor, to the Best Knowledge of GBNK, have any Hazardous Materials previously existed on, about or within or been used, generated, stored, transported, disposed of, on or released from any of the Properties, except as would not reasonably be expected to result in a Material Adverse Change. The use that GBNK or any GBNK Subsidiary makes of the Properties will not result in the use, generation, storage, transportation, accumulation, disposal or release of any Hazardous Material on, in or from any of the Properties, except as would not reasonably be expected to result in a Material Adverse Change. (D) There is no action, suit, proceeding, investigation, or inquiry before any Governmental Authority pending or, to the Best Knowledge of GBNK, threatened, against GBNK or any GBNK Subsidiary relating in any way to any Environmental Law. Neither the Borrower GBNK nor any GBNK Subsidiary has any liability for remedial action under any Environmental Law. Neither GBNK nor any GBNK Subsidiary has received any written request for information by any Governmental Authority with respect to the condition, use or verbal operation of any of the Properties nor has GBNK or any GBNK Subsidiary received any written notice offrom any Governmental Authority or other Person with respect to any violation of or claimed or potential liability of any kind under any Environmental Law (including any letter, notice or inquiry from any Person, including any Governmental Authority regardingAuthority, 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) 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 informing GBNK or any other location, GBNK Subsidiary that it is or may be liable in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, way under any Environmental Law Laws or requesting information to which the Borrower or any Subsidiary is or will enable such a determination to be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businessesmade). (f) 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 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 could not reasonably be expected to have a Material Adverse Effectset forth on the attached Environmental Schedule: (a) Each The Company and its Subsidiaries have obtained and possess all material permits, licenses and other authorizations required under Federal, state and local laws and regulations concerning pollution or protection of the Facilities environment that were enacted 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 effect on or prior to the Facilities or the BusinessesClosing Date, including all such laws and there are no conditions regulations relating to the Facilities emission, discharge, release or threatened release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or wastes into ambient air, surface water, groundwater or lands or otherwise relating to the Businesses that could give rise to liability under manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any applicable chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or waste (“Environmental LawsRequirements”). (b) None The Company and its Subsidiaries are in compliance in all material respects with all terms and conditions of the Facilities containssuch permits, licenses and authorizations and are also in compliance with all other Environmental Requirements or has previously containedany written notice or demand letter issued, any Hazardous Materials atentered, on promulgated or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Lawsapproved thereunder. (c) Neither the Borrower Company nor any Subsidiary its Subsidiaries has received received, within the two (2) year period prior to the date hereof, any written notice of material violations or verbal material liabilities arising under Environmental Requirements, including any 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 material investigatory, remedial or reason corrective obligation, relating to believe that any such notice will be received the Company, its Subsidiaries or is being threatenedtheir facilities and arising under Environmental Requirements. (d) Hazardous Materials have not There has been transported no material release, spill, discharge, storage, disposal 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 the Borrower or any Subsidiary in violation migration of, or exposure to, any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or waste that would reasonably be expected to result in a manner that would be reasonably likely to give rise to liability under, of the Company or any applicable of its Subsidiaries under Environmental LawRequirements. (e) No judicial proceeding Neither the Company nor any of its Subsidiaries has received, during the past two (2) years, written notice of any material violation, investigation or governmental claim under or administrative action is pending or, relating to Environmental Requirements against the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businessesof its Subsidiaries. (f) There has been no release or threat of release of Hazardous Materials at or from Other than the Facilitiesrepresentations and warranties contained in Sections 4.05, or arising from or related to 4.06 and 4.11, this Section 4.16 constitutes the operations (including, without limitation, disposal) sole and exclusive representations and warranties of the Borrower or Company with respect to any Subsidiary in connection with the Facilities or otherwise in connection with the Businessesenvironmental matters, in violation of or in amounts or in a manner that could give rise to liability including any arising under Environmental LawsRequirements.

Environmental Compliance. Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities and Facilities, all operations at the Facilities and the Businesses 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower Holdings 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 respect 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) Hazardous Materials have not been transported or disposed of from any of 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 the Borrower Holdings 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) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the any Loan PartiesParty, threatened, threatened under any Environmental Law to which the Borrower Holdings or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the BorrowerHoldings, any Subsidiary, any of the Facilities or the Businesses. (f) There has been no release or or, threat of release of Hazardous Materials at or from any of the Facilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower Holdings 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 set forth on Schedule 5.09 or as could not reasonably be expected to have a Material Adverse Effect: , (ai) Each the U.S. Borrower and each of the Facilities and all operations at the Facilities its Subsidiaries are in compliance in all material respects with all applicable Environmental LawsLaws in all jurisdictions in which the U.S. Borrower and each of its Subsidiaries, and there as the case may be, is no violation of any currently doing business (including having obtained all Environmental Law with respect to Permits); (ii) neither the Facilities or 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) 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) Neither the U.S. 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 of its Subsidiaries is 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers U.S. Borrower, threatened environmental claim or Environmental Liability; (iii) neither the U.S. Borrower nor any Subsidiary is conducting or financing or is required to conduct or finance any investigation, removal, remedial or other corrective action in response to the actual or alleged presence, release or threatened release of the Loan Parties, threatened, under any Hazardous Material pursuant to any Environmental Law to which the Borrower or at 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 location; and (iv) to the best knowledge of the U.S. Borrower, there are no Hazardous Materials at, under, about or migrating to or from any Subsidiary, the Facilities property currently or the Businessesformerly owned or operated by any Group Company in a manner reasonably expected to result in Environmental Liability to any Group Company. (fb) There Neither the U.S. Borrower nor any of its Subsidiaries has been no release treated, stored, transported or threat of release disposed of Hazardous Materials at at, on, under or from the Facilities, any currently or arising from formerly owned or related to the operations (including, without limitation, disposal) of the Borrower leased Real Property or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or facility in a manner that could give rise reasonably be expected to liability under have a Material Adverse Effect. (c) Except as otherwise set forth on Schedule 5.09, neither any Group Company is undertaking, and has not completed, either individually or together with other potentially responsible parties, any material investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental LawsLaw.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, contains 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) Neither the Borrower Company 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) 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 the Borrower Company or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the BorrowerCompany, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower Company 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 could not reasonably be expected to have a Material Adverse Effect: (ai) Each of the Facilities and all operations at the Facilities are in compliance connection with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or 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) None of the Facilities containsTransferred Assets, no notice, notification, demand, request for information, citation, summons or order has previously containedbeen received, any Hazardous Materials atno complaint has been filed, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofno penalty has been assessed and no investigation, or could give rise to liability underaction, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or verbal notice ofclaim, or inquiry from any Governmental Authority regardingsuit, 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action review is pending or, to the knowledge of the Responsible Officers of the Loan PartiesAradigm, threatened, under threatened by any Environmental Law to which the Borrower 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 matters relating to or arising out of any Environmental Law; (ii) there are no liabilities arising in connection with or in any way relating to the Borrower, any Subsidiary, 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) 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. (including, without limitation, disposalc) None of the Borrower Transferred Assets is located in New Jersey or Connecticut. (d) For purposes of this Section 3.20, the term “Aradigm” shall include 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 (1) To the Contributors’ Knowledge, except as could not reasonably may be expected disclosed in the Disclosure Schedule or the environmental reports listed therein (the “Environmental Reports”) (true and correct copies of which have been made available to have a Material Adverse Effect: (a) Each of the Facilities and all operations at Operating Partnership), the Facilities 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 BusinessesEnvironmental 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities Properties or any other location, portion thereof except in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law compliance with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 all Environmental Laws.

Environmental Compliance. Except as could for matters that, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) Each To the best of the Facilities 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 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsCompanies or PCC and, to the best of the Borrower's knowledge, no previous owner, tenant, occupant or user of any of the Properties or any other Person, has previously containedengaged in or permitted 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) Neither To the Borrower nor any Subsidiary best of the Borrower's knowledge, no 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) Hazardous Materials have not been transported No notice of violation, lien, complaint, suit, order or disposed other notice or communication concerning any alleged violation of from the Facilitiesany Environmental Law in, on, under or generated, treated, stored or disposed of at, on or under about any of the Facilities Properties has been received by any Company or PCC or, to the best of the Borrower's knowledge, any other location, in each case by prior owner or on behalf occupant of any of the Borrower 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) 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 Governmental Authority on account of any or all of its activities on any of the Borrower Properties, except to the extent that the absence of any such permit 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 orderslicense has had, or other administrative or judicial requirements outstanding under any Environmental Law could have, a Material Adverse Effect, and are in material compliance with respect to the terms and conditions of such permits and licenses. To the best of the Borrower's knowledge, any Subsidiaryno change in the facts or circumstances reported or assumed in the application for or granting of such permits or licenses exist, the Facilities or the Businessesand such permits and licenses are in full force and effect. (f) There No portion of any of the 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 the Borrower or remedial or corrective action under 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 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 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 respective 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 not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each Effect or has otherwise already been resolved. Except as described in each of the Facilities Time of Sale Information and all operations at the Facilities are in compliance with all applicable Environmental LawsOffering Memorandum, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and (A) there are no conditions relating to the Facilities or the Businesses proceedings that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsare pending, 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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) competitive position of the Borrower or any Subsidiary in connection with Partnership Parties taken as a whole, and (C) the Facilities or otherwise in connection with Partnership Parties do not anticipate that the Businesses, in violation of or in amounts or in a manner that could give rise Partnership Parties will be required to liability under incur material capital expenditures relating to Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower 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) 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 the Borrower 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) 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 the Borrower 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 the Borrowerany Loan Party, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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 could not reasonably be expected to have a Material Adverse Effect: set forth on Schedule 5.24, (a) Each of the Facilities Company and all operations at the Facilities Company Subsidiaries, and their respective Business operations, 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, 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or Company and the 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) Hazardous Materials have not been neither (i) the Company or any Company Subsidiaries, (ii) nor, to the Knowledge of the Company, 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 the Borrower 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) No judicial proceeding neither the Company nor any Company Subsidiary has, either expressly or governmental by operation of applicable Law, assumed or administrative action is 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 unresolved orders, decrees, judgments or settlements, material claims, actions, suits, arbitrations, litigations or 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 to which Laws; and (g) the Borrower or any Subsidiary is or will be named as a partyCompany has provided the Buyer with all material environmental site assessments and other material environmental reports, 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 audits and documents reasonably available to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or Company and in its possession related to compliance by the operations (including, without limitation, disposal) Company and each of the Borrower Company Subsidiaries with Environmental Laws or any Subsidiary in connection with the Facilities actual 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each described in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus, each of the Facilities Eagle Rock Entities and their subsidiaries (i) is in compliance with any 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 knowledge of the Businesses, and Eagle Rock Entities after due inquiry there are no conditions relating to the Facilities no, pending events or the Businesses circumstances that could give rise reasonably be expected to liability under form the basis for any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability 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) 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is 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 the Borrower 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 the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 the Borrower 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. (a) Except as set forth on Schedule 8.8 to the Information Certificate, to the best of Borrower's knowledge, Borrower and any Subsidiary of Borrower have not generated, used, stored, treated, transported, handled 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 any applicable Environmental Law or Permit, and the operations of Borrower and any Subsidiary of Borrower complies in all material respects with all Environmental Laws and all Permits. (b) Except as set forth on Schedule 8.8 to the Information Certificate, 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 Borrower's knowledge threatened, with respect to any material violation of the requirements of any Environmental Law by Borrower and any Subsidiary of Borrower or the release, spill or discharge, threatened or actual, of any Hazardous Material in material violation of Environmental Law or the generation, use, storage, treatment, transportation, handling or disposal of any Hazardous Materials or any other environmental, health or safety matter, which adversely affects or could not reasonably be expected to adversely affect in any material respect Borrower or its or their business, operations or assets or any properties at which Borrower has transported, stored or disposed of any Hazardous Materials. (c) Except as set forth on Schedule 8.8 to the Information Certificate, to the best of Borrower's knowledge, Borrower and its Subsidiaries have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials in violation of Environmental Law or the generation, use, storage, treatment, transportation, handling or disposal of any Hazardous Materials in violation of Environmental Law. (d) Borrower and its Subsidiaries have all Permits required to be obtained or filed in connection with the operations of Borrower under any Environmental Law and all of such Permits are valid and in full force and effect where the failure to obtain or maintain any Permits has or could reasonably be expected to have a Material Adverse Effect: (a) Each of 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each Since the occupation thereof by the Borrower or its Subsidiaries, each of the 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, 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) None To the knowledge of the Responsible 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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. (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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against any of the 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, (y) none of the Partnership Entities is 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 not reasonably be expected to have a Material Adverse Effect: (a) Each material effect on the capital expenditures, earnings or competitive position of any of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental LawsPartnership Entities, and there is no violation (z) none of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions 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) 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each Since the occupation thereof by the Borrower or its Subsidiaries, each of the 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, 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) None To the knowledge of the Responsible 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) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each To the best of the Facilities Borrower's knowledge, all real property leased, owned, controlled or operated by the Companies (the "Properties") and their 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 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, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsCompanies and, to the best of the Borrower's knowledge, no previous owner, tenant, occupant or user of any of the Properties or any other Person, has previously containedengaged in or permitted 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 or the maintenance of which is prohibited or penalized. (c) To the best of the Borrower's knowledge, on no Hazardous Material has been or is currently located in, on, under or about any of the Facilities Properties in amounts a manner which materially violates any Environmental Law or concentrations that constitute which requires cleanup or constituted corrective action of any kind under any Environmental Law. (d) 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, to the best of the Borrower's knowledge, any prior owner or occupant of any of the Properties which has not been fully satisfied and complied with in a violation of, or could give rise timely fashion so as to liability under, bring such Property into full compliance with all Environmental Laws. (ce) Neither the Borrower nor The Companies have all permits and licenses required under any Subsidiary has received any written or verbal notice of, or inquiry from Environmental Law to be issued to them by any Governmental Authority regarding, on account of any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to all of its activities on any of the Facilities or Properties, except to the Businesses, nor does any Responsible Officer extent that the absence of any Loan Party have knowledge such permit or reason to believe that any license has had, or could have, a Material Adverse Effect, and are in material compliance with the terms and conditions of such notice will be received permits and licenses. To the best of the Borrower's knowledge, no change in the facts or is being threatenedcircumstances reported or assumed in the application for or granting of such permits or licenses exist, and such permits and licenses are in full force and effect. (df) Hazardous Materials have not been transported or disposed No portion of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities Properties has been listed, designated or identified in the National Priorities List (NPL) or the CERCLA information system (CERCLIS), both as published by the United States Environmental Protection Agency, or any other locationsimilar list of sites published by any Federal, in each case by state or on behalf the Borrower local authority proposed for or any Subsidiary in violation ofrequiring cleanup, or in a manner that would be reasonably likely to give rise to liability under, remedial or corrective action under any applicable Environmental Law. (eg) No judicial proceeding or The Borrower, at its expense, has provided to the Agent and the Lenders a governmental or administrative action is pending orenvironmental records search for each of the Properties designated on Schedule 4.24 (collectively the "Environmental Data Reports"), prepared by an environmental consulting firm of national reputation reasonably satisfactory to the Agent. Each of the Environmental Data Reports provided to the Agent and the Lenders is, to the knowledge best of the Responsible Officers Borrower's knowledge, true and accurate in all material respects. In addition, if requested by the Agent, the Borrower has provided to the Agent and the Lenders true and accurate responses to the Agent's Environmental Questionnaire (each an "Environmental Questionnaire") as to each of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the BusinessesProperties. (f) 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 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 could not reasonably be expected to have a Material Adverse Effect: (a) Each of the Facilities Credit Party will, and will cause its Subsidiaries to: (i) comply in all operations at the Facilities are in compliance 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 there is no violation in accordance with, the requirements of any Environmental Law with respect to the Facilities or the Businesses, Governmental Authority having jurisdiction and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws, unless in the case 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) None 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 Facilities containsCredit Parties or their Subsidiaries except in full compliance with applicable Environmental Laws or an Environmental Permit, or has previously contained, any and ensure that there shall be no Hazardous Materials in, on, at, on under or under from any Real Property owned, leased or operated by any of the Facilities Credit Parties or their Subsidiaries except those that are present, used, stored, 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) Neither Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup or monitoring actions, necessary, at the Borrower nor sole cost and expense of the Credit Parties: (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 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 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 threatenedEnvironmental Law. (d) 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 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 Credit 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 the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge including subsurface sampling of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiarysoil and groundwater, the Facilities or cost for which shall be payable by the BusinessesCredit Parties. (f) 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 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.