Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. (a) The Credit 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 Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit 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 Credit Parties have Borrower has reasonably concluded that that, except as specifically disclosed in 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 As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL National Priorities List under 42 USC § 9605(a)(8)(B) or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries in quantities or in a manner as to create Environmental Liability. (c) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) Effect, neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental LawLaw that is reasonably expected to result in material Environmental Liability to any Loan Party or any of its Subsidiaries; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability Environmental Liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. (ai) The Credit Parties All facilities and their respective Subsidiaries conduct property (including underlying groundwater) now or previously owned, leased, used or operated by each Obligor or Specified Entity are owned or leased in the ordinary course of business a review of the effect of existing compliance with all Environmental Laws and claims alleging potential liability except where any non- compliance could not reasonably be expected to have a Material Adverse Effect; (ii) Except as disclosed in Schedule Q, there are no pending or responsibility threatened (in writing to an Obligor or any Specified Entity) claims, complaints, notices or requests for information received by any Obligor or Specified Entity from any Official Body with respect to any alleged violation of any Environmental Law on their respective businesseswhich alleged violation would reasonably be expected to have a Material Adverse Effect; (iii) There have been no Releases of any Hazardous Materials under or from any property now or previously owned, operations and propertiesoperated, and as a result thereof the Credit Parties have reasonably concluded that such used or leased by any Obligor or any Specified Entity in violation of Environmental Laws except for Releases of any Hazardous Materials which could not reasonably be expected to have a Material Adverse Effect; (iv) Each Obligor and claims each Specified Entity has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations required under any Environmental Laws as of the date of this representation to carry on its business except where any non-issuance or non-compliance could notnot reasonably be expected to have a Material Adverse Effect; and (v) No conditions exist at, individually on or in under any property owned, operated, used or leased by any Obligor or any Specified Entity which, with the aggregatepassage of time, or the giving of notice or both, would give rise to liability under any Environmental Law except for: (A) customary reclamation obligations; and (B) the existence of any such conditions or liability which could not reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of of, or otherwise relating to, any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (ispecifically disclosed in Schedule 5.09(b) or except as could notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth in Schedule 5.09: (Ai) none of the properties currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) Except as The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could notgive rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect or Effect. (iid) otherwise set forth on Except as specifically disclosed in Schedule 5.09: (A) 5.09(d), neither any Credit Party the Borrower 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 the order of any Governmental Authority or the requirements of any Environmental Law; and Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (Be) all All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result result, individually or in material the aggregate, in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Credit Party or any of its SubsidiariesEnvironmental Law.

Environmental Compliance. (a) The Credit 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 Credit Parties have Borrower has reasonably concluded that that, except as specifically disclosed in 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 As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL National Priorities List under 42 USC § 9605(a)(8)(B) or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries in quantities or in a manner as to create Environmental Liability. (c) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09Effect: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental LawLaw that is reasonably expected to result in material Environmental Liability to any Loan Party or any of its Subsidiaries; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability Environmental Liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 6.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to such Loan Party’s or such Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) to the knowledge of the Loan Parties, there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary thereof in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) neither any Credit no Loan Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party nor any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; , and (Bii) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary thereof at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary thereof, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (d) [Reserved].

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 6.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to such Loan Party’s or such Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary thereof in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) neither any Credit no Loan Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party nor any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; , and (Bii) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary thereof at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary thereof, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) Each Loan Party and Subsidiary thereof conducts in the Ordinary Course of its SubsidiariesBusiness a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in There are no pending or, to the ordinary course of business a review knowledge of the effect Lead Borrower, threatened claims, actions, suits, notices of existing Environmental Laws and claims violation, notices of potential responsibility or proceedings by or against the Company or any Subsidiary alleging potential liability or responsibility for violation of of, or otherwise relating to, any applicable Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (Ci) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiariesother Subsidiary; and (Dii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party of the Loan Parties or any of its Subsidiariesother Subsidiary at, on, under or from any location in a manner which would reasonably be expected to give rise to liability under applicable Environmental Laws. (c) Except as [Reserved]. (id) could not, individually or in Neither the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party Company nor any of its Subsidiaries is undertaking, and or has not completed, either individually or together with other potentially responsible partiespersons, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at any site, location or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law; and Law except for such investigation or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (Be) all All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or, to the knowledge of the Company or its Subsidiaries, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries other Subsidiary for off-site disposal have been disposed of in a manner which would not reasonably be expected to result result, individually or in material the aggregate, in a Material Adverse Effect. (f) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties nor any other Subsidiary has contractually assumed any liability or obligation under or relating to any Credit Party applicable Environmental Law. (g) Except as could not reasonably be expected to result, individually or any of its Subsidiariesin the aggregate, in a Material Adverse Effect, the Loan Parties and each other Subsidiary and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries conduct are in the ordinary course of business a review of the effect of compliance with all existing Environmental Laws and have not received any claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and except as a result thereof the Credit Parties have reasonably concluded that specifically disclosed in Schedule 5.09, such Environmental Laws and except for such non-compliance or claims that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL National Priorities List under 42 USC § 9605(a)(8)(B) or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries in quantities or in a manner as to create Environmental Liability. (c) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09Effect: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental LawLaw that is reasonably expected to result in material Environmental Liability to any Loan Party or any of its Subsidiaries; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability Environmental Liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit 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 No Loan Party (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its SubsidiariesLoan Party; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party. (c) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all . All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed 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 Schedule 5.09, no Loan Party (i) to its knowledge, has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability that remains outstanding, or (iii) has received written notice of any claim with respect to any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except Except, in each case, as (i) could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or formerly owned or operated by any Credit Loan Party or or, to the knowledge of any of its Subsidiaries Loan Party, leased by any Loan Party, is listed or or, to the knowledge of any Loan Party, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent list; to the knowledge of any such property; (B) Loan Party, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of except in compliance with applicable Environmental Laws on any property currently owned or operated by any Credit Loan Party or any in violation of its Subsidiaries applicable Environmental Laws or, to the best of the knowledge of the Credit Partiesany Loan Party, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any in violation of its Subsidiariesapplicable Environmental Laws; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party on any property currently or formerly owned or operated by any Credit Loan Party or any in violation of its Subsidiariesapplicable Environmental Laws. (c) Except Except, in each case, as (i) could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of by any Loan Party in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesLoan Party.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 6.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is are no asbestos or asbestos-containing material Hazardous Materials present on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof except in compliance with all applicable Environmental Laws; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) Each Loan Party conducts in the Ordinary Course of its SubsidiariesBusiness a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit Loan Parties and their respective Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability under or responsibility for violation relating to violations of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have Borrower has reasonably concluded that that, except as specifically disclosed in 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 (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (A1) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries is listed or, to the knowledge of any Responsible Officer of any Loan Party or its Restricted Subsidiaries, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (B2) there are no and to the knowledge of any Responsible Officer of any Loan Party or its Restricted Subsidiaries never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or formerly owned, leased or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Restricted Subsidiaries; (C3) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Credit Loan Party or any of its Restricted Subsidiaries; and (D4) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Restricted Subsidiaries, in the case of each of clauses (1) – (4) in a manner, condition, form or amount which could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (c) Except as (i) otherwise set forth on Schedule 5.09, or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth on Schedule 5.09: (A1) neither any Credit Loan Party nor any of its Restricted 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 Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B2) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Restricted Subsidiaries have been disposed of in a manner which could not reasonably expected to result in material liability to any Credit Loan Party or any of its Restricted Subsidiaries. (d) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Loan Parties and their respective Restricted Subsidiaries: (i) are, and have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and have been, in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their respective Restricted Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any additional Environmental Permits that may be required of any of them will be timely obtained and complied with, and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) otherwise set forth in Schedule 5.09, or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) otherwise set forth in Schedule 5.09, or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, no Loan Party or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 operationoperation owned or operated by a Loan Party, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of of, at all times during which such property was owned by any Loan Party or any Subsidiary thereof, in a manner that could not reasonably be expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. Except as set forth on Schedule 5.13, to the best Knowledge of the Borrower: (a) The Credit 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 Except as a result thereof the Credit Parties have could not reasonably concluded that such Environmental Laws and claims could notbe expected to have, individually or in the aggregate, a Material Adverse Effect, (i) no Hazardous Material is or has been generated, used, released, treated, disposed of or stored, or otherwise located, in, on or under any property owned, leased or operated by a Credit Party or any portion thereof except in commercially reasonable quantities as a consumer and generator thereof subject to compliance with applicable laws, and no part of the property owned, leased or operated by a Credit Party (now or in the past), including without limitation the soil and groundwater located thereon and thereunder, has been contaminated by any Hazardous Material; (ii) no improvements on the property owned, leased or operated by a Credit Party contain any asbestos or substances containing asbestos; and (iii) none of the property owned, leased or operated by a Credit Party has been the subject of any remedial action pursuant to any Environmental Law. (b) None of the property currently owned, leased or operated by a Credit Party has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) listing sites with environmental contamination, or, except as could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, has any property previously (but not currently) owned, leased or operated by a Credit Party been so placed. (c) There are no underground storage tanks situated on the property owned, leased or operated by any Credit Party, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (bd) Except as (i) could notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all activities and operations of each Credit Party meet all requirements of all applicable Environmental Laws, no Credit Party has violated any Environmental Law in the past, and none of the property owned, leased or operated by a Credit Party has ever been the site of a violation of any Environmental Law. (e) Except as could not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could nothave, individually or in the aggregate, a Material Adverse Effect, no Credit Party has sent a Hazardous Material to a site which, pursuant to any Environmental Law, (i) has been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) listing sites with environmental contamination, or (ii) is subject to, or the source of, a claim, an administrative order or other request by any Governmental Authority to take “response,” “removal,” “corrective” or “remedial” action, as defined in any Environmental Law, or pay for or contribute to the costs of cleaning up the site. (f) Except as could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Effect, no Credit Party nor is involved in any suit or proceeding and has not received any notice from any Governmental Authority or other third party with respect to a release or threat of its Subsidiaries is undertakingrelease of any Hazardous Material, or violation or alleged violation of any Environmental Law, and has not completed, either individually received notice of any claim from any person or together with other potentially responsible parties, any investigation or assessment or remedial or response action entity relating to property damage or to personal injuries from exposure to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and Material. (Bg) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Each Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected has timely filed all material reports required to result in be filed, has acquired all material liability to any Credit Party or any of its Subsidiariesnecessary certificates, approvals and permits, and has generated and maintained all material documentation and records required under all Environmental Laws.

Environmental Compliance. (a) The Credit Parties Each Loan Party 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 propertieseach Restricted Subsidiary is now, and as a result thereof for the Credit Parties have reasonably concluded that past three years has been, in compliance with the requirements of all applicable Environmental Laws, except in such Environmental Laws and claims could notinstances where the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually otherwise may be set forth on Schedule 5.07 or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Restricted Subsidiary is listed or or, to the knowledge of such Loan Party, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, Restricted Subsidiary or on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesRestricted Subsidiary; (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesRestricted Subsidiary; and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesRestricted Subsidiary (as to formerly owned property, only during such ownership or operation). (c) Except as (i) could not, individually otherwise may be set forth on Schedule 5.07 or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (Ai) neither any Credit Loan Party nor any of its Subsidiaries Restricted Subsidiary 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Restricted Subsidiary (as to formerly owned property, only during such ownership or operation) have been disposed of in a manner that would not reasonably be expected to result in material liability to any Credit Loan Party or any of its SubsidiariesRestricted Subsidiary.

Environmental Compliance. (a) The Credit 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 Except as a result thereof the Credit Parties have would not reasonably concluded that such Environmental Laws and claims could notbe expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) There are no claims, actions, suits, or proceedings against the Borrower or any of its Subsidiaries alleging liability or responsibility for violation of, or otherwise relating to, any Environmental Law. (b) Except as (i) could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth in Schedule 5.09: (Ai) none of the properties currently or or, to the knowledge of the Loan Parties and their Subsidiaries, formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries, except in compliance with Environmental Law; and (iii) Hazardous Materials have not been Released by any Person on any property currently or, to the knowledge of the Loan Parties and their Subsidiaries, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-asbestos containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries except as is present and in a condition that accords with Environmental Law; and (Div) Hazardous Materials have not otherwise been released, discharged or disposed of on any property currently or formerly owned or operated Released by any Credit Loan Party or any of its SubsidiariesSubsidiaries at any other location, except in accordance with Environmental Laws. (c) Except as The properties owned, leased or operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) could not, individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect or violation of; (ii) otherwise set forth on Schedule 5.09: require remedial action under; or (Aiii) neither any Credit Party nor any of its Subsidiaries is undertakingcould give rise to liability under, 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 the order of any Governmental Authority or the requirements of any Environmental Law; and Laws. (Bd) all All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner that would not reasonably be expected to result in material liability to any Credit Party liability. (e) None of the Loan Parties or any of its Subsidiariestheir Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently owned or operated by any Loan Party or any Subsidiary thereof or, to the knowledge of the Loan Parties, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently owned or operated by any Loan Party or any Subsidiary thereof or, to the knowledge of the Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: , (Ai) neither no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Loan Party or any Subsidiary thereof or, to the knowledge of the Loan Parties, any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof, have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Parties and There are no Environmental Liabilities applicable to the Loan Parties, their respective Restricted 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 Credit Parties have reasonably concluded or properties that such Environmental Laws and claims could notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, no Hazardous Materials have been Released or (ii) are otherwise set forth in Schedule 5.09: (A) none present on any property currently or, to the knowledge of the properties currently or Loan Parties, formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries. Neither any Loan Party nor any of its Restricted Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except for any investigations, assessments or remedial or response actions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the actual knowledge of the Loan Parties, none of the respective properties currently owned or leased by any Loan Party or any of its Restricted Subsidiaries is adjacent to any property listed or proposed for listing on the NPL or on any analogous state list, except as could not, individually or in the CERCLIS aggregate, reasonably be expected to have a Material Adverse Effect. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any analogous foreignof its Restricted Subsidiaries have been used, state handled, stored or local list disposed of in accordance with the requirements of all Environmental Laws. (c) Except (i) as in accordance in all material respects with the requirements of all Environmental Laws or is adjacent (ii) as could not, individually or in the aggregate, reasonably be expected to any such property; (B) cause a Material Adverse Effect, there are no and never have been any underground or above-above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries orRestricted Subsidiaries. Except as could not, individually or the in aggregate, reasonably be expected to the best of the knowledge of the Credit Partiescause a Material Adverse Effect, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material requiring abatement or removal on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Restricted Subsidiaries. (cd) Except as could not, individually or the in aggregate, reasonably be expected to cause a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries (i) are and have been in compliance with all applicable Environmental Laws, (ii) have obtained all Environmental Permits necessary for the ownership and operation of its properties and assets and the conduct of its business and (iii) have been and are in compliance with all terms and conditions of such Environmental Permits. (e) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertakingEffect, and has not completedthere are no pending or, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order knowledge of the Loan Parties threatened, written claims against any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries have been disposed under any Environmental Law including any such claims alleging potential liability or responsibility for violation of in a manner not reasonably expected to result in material liability to any Credit Environmental Law and no Loan Party nor any Restricted Subsidiary has received written notice of any non-compliance or any of its Subsidiariesalleged non-compliance with applicable Environmental Laws or Environmental Permits.

Environmental Compliance. (a) The Credit No Loan Party or any Subsidiary (i) has, to the actual knowledge of the Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of Subsidiaries, failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, license or other approval required under any Environmental Law with respect to such Loan Party’s or Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as has not resulted, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary is listed or or, to the actual knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) to the actual knowledge of the Loan Parties, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary; (iii) to the best of the actual knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the actual knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary, except in the case of its Subsidiaries. this clause (civ) Except as (i) could has not resulted and would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect Effect. (c) Except as would not individually or (ii) otherwise set forth in the aggregate reasonably be expected to result in Environmental Liabilities on Schedule 5.09: (A) neither the part of the Loan Parties and their Subsidiaries in excess of $300,000, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary is undertaking, and no Loan Party or any Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary have, to the actual knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability a Material Adverse Effect. For the avoidance of doubt, this Section 5.08 shall not apply to any Credit Party BATM Location, and the Loan Parties make no representations or warranties as to compliance with Environmental Laws or the existence of any of its SubsidiariesEnvironmental Liabilities with respect to any BATM Location.

Environmental Compliance. Except as set forth in Schedule 3.11, (a) The Credit Parties and their respective Subsidiaries conduct neither the Borrower nor any Restricted Subsidiary is 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 businessesor is subject to any Environmental Liability, operations and properties, and as a result thereof except to the Credit Parties have reasonably concluded that extent such Environmental Laws and claims could notviolation or such liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (b) neither the Borrower nor any Restricted Subsidiary has received any written notice of any claim with respect to any Environmental Liability which claims are currently outstanding or know of any basis for any Environmental Liability, except to the extent such liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) neither the Borrower nor any Restricted Subsidiary has arranged for the disposal of Hazardous Material at a site listed for investigation or clean-up by any Governmental Authority or in violation of any Environmental Law except to the extent such disposal, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (d) there is no proceeding pending against the Borrower or any Restricted Subsidiary by any Governmental Authority with respect to the presence of any Hazardous Material on or release of any Hazardous Material from any real property owned or operated at any time by the Borrower or any Restricted Subsidiary or otherwise used in connection with their respective businesses, except to the extent that if such proceeding were determined adversely to the Borrower or any Restricted Subsidiary, such determination, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) neither the Borrower nor any Restricted Subsidiary has knowledge that any Hazardous Material has been or is currently being generated, processed, stored or released (or is subject to a threatened release) from, on or under any real property owned or operated by the Borrower or any Restricted Subsidiary, or otherwise used in connection with their respective businesses in a quantity or concentration that would require remedial action under any Environmental Law if reported to or discovered by the relevant Governmental Authority except to the extent such remedial action, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (f) to the knowledge of the Borrower and the Restricted Subsidiaries, there is no underground storage tank located at any real property owned or operated by the Borrower or any Restricted Subsidiary, except to the extent that the presence of such tank, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in Schedule 5.09 to the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Disclosure Letter, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply in any material respect with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply in any material respect with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) 5.09 to the Disclosure Letter, none of the properties currently or, to the knowledge of any Loan Party or Subsidiary thereof, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) there is no asbestos or asbestos-containing material in violation of Environmental Law or that would reasonably be expected to be required to be removed or remediated on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of any Loan Party or Subsidiary thereof, formerly owned or operated by any Credit Loan Party or any Subsidiary thereof. For the avoidance of its Subsidiariesdoubt, no Loan Party nor any Subsidiary thereof, has undertaken any investigation of any kind with respect current conditions at, or status of any formerly owned property. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5.09 to the Disclosure Letter, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in (i) In connection with or relating to the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Facilities or responsibility for violation of any Environmental Law on their respective businessesPurchased Assets, operations and properties, and except as a result thereof the Credit Parties have would not reasonably concluded that such Environmental Laws and claims could not, be expected individually or in the aggregateaggregate to have a Material Adverse Effect, to the Sellers’ Knowledge, the Sellers and their Affiliates comply and have complied with all applicable Environmental Laws (as defined below), and possess and comply, and have complied, with all applicable Environmental Permits (as defined below) required under such laws to operate as it currently operates, in each case in connection with or relating to the Facilities or Purchased Assets; (ii) except as would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect, to the Sellers’ Knowledge, there are no, and there have not been any, Materials of Environmental Concern (as defined below) at any of the Facilities or Purchased Assets under circumstances that have resulted in or are reasonably likely to result in liability of the Sellers or any of their Affiliates under any applicable Environmental Laws; (iii) in connection with or relating to the Facilities or Purchased Assets, except as would not reasonably be expected to have a Material Adverse Effect. , none of the Sellers or their Affiliates has received any written notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar foreign, state or local Law concerning, any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been fully resolved such that no further action is required with the appropriate foreign, federal, state or local regulatory authority or otherwise; and (biv) Except as (i) could notthe reports of environmental assessments, audits and similar investigations previously made available to Parent are all material such reports in the possession of the Sellers and conducted since January 30, 2003 in connection with or relating to the Facilities or Purchased Assets. There are no Actions arising under Environmental Laws pending or, to the Knowledge of the Sellers, threatened against the Sellers or any of their Affiliates which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. In connection with or relating to the Facilities or Purchased Assets, except as would not reasonably be expected to have a Material Adverse Effect Effect, at each property where Asbestos-Containing Material (“ACM”) has been identified, all ACM is non-friable, encapsulated or (ii) otherwise set forth abated and no ACM is present in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to where the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials Sellers have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiariesimplemented an Asbestos Operation and Management Plan. (cb) Except as (i) could notNotwithstanding any other representations and warranties in this Agreement, individually the representations and warranties in this Section 2.12 are the only representations and warranties in this Agreement with respect to Environmental Laws, Environmental Permits or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any Materials 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesConcern.

Environmental Compliance. (ai) The Credit Parties All facilities and their respective property (including underlying groundwater) owned, leased, used or operated by U.S. Borrower or any of its Subsidiaries conduct have been, and continue to be, owned or leased in the ordinary course compliance with all Environmental Laws, except where any non-compliance could not reasonably be expected to have a Material Adverse Effect; (ii) There are no pending or threatened (in writing) (A) claims, complaints, notices or requests for information received by U.S. Borrower or any of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for its Subsidiaries with respect to any alleged violation of any Environmental Law on their respective businesseswhich, operations and propertiesif proved, and as could reasonably be expected to have a result thereof the Credit Parties Material Adverse Effect; (B) complaints, notices or inquiries to U.S. Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law which liability could reasonably be expected to have reasonably concluded a Material Adverse Effect; (iii) There have been no Releases of any Hazardous Materials at, on, under or from any property that such Environmental Laws and claims could notis owned, individually operated, used or leased by U.S. Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect; (iv) Each of the U.S. Borrower and each of its Subsidiaries has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations under any Environmental Laws to carry on its business except where any non-issuance or non-compliance could not reasonably be expected to have a Material Adverse Effect; and (v) No conditions exist at, on or under any property that is operated, used or leased to U.S. Borrower or any of its Subsidiaries that, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law which liability could reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit 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 No Loan Party (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its SubsidiariesLoan Party; and (D) Hazardous Materials have not been released, discharged or disposed of on any property property, including any currently or formerly owned or operated property, by any Credit Party or any of its SubsidiariesLoan Party. (c) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all . All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties No Obligor or any Subsidiary (i) has, to the knowledge of the Obligors 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 Subsidiaries, failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, license or other approval required under any Environmental Law with respect to such Obligor’s or Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as has not resulted, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Party Obligor or any of its Subsidiaries Subsidiary is listed or or, to the actual knowledge of the Obligors, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) to the actual knowledge of the Obligors and except for distilled spirits and/or distilled spirits mixtures produced in the Ordinary Course of Business, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party Obligor or any of its Subsidiaries or, Subsidiary; (iii) to the best of the knowledge of the Credit PartiesObligors, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party Obligor or any of its SubsidiariesSubsidiary; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Obligor or Subsidiary in violation of Environmental Laws or, to the actual knowledge of the Obligors, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Party Obligor or any Subsidiary, except in the case of its Subsidiaries. this clause (civ) Except as (i) could has not resulted and would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect Effect. (c) Except as would not individually or (ii) otherwise set forth in the aggregate reasonably be expected to result in Environmental Liabilities on Schedule 5.09: (A) neither the part of the Obligors and their Subsidiaries in excess of $100,000, no Obligor or any Credit Party nor any of its Subsidiaries Subsidiary is undertaking, and no Obligor or any Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Obligor or any Subsidiary at, or transported to or fromfrom by or on behalf of any Obligor or any Subsidiary, any property currently or formerly owned or operated by any Credit Party Obligor or any Subsidiary have, to the actual knowledge of its Subsidiaries have the Obligors, been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries conduct are in the ordinary course of business a review of the effect of compliance with existing Environmental Laws and and, to the best of their knowledge, are not subject to any claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and except as a result thereof specifically disclosed in Schedule 5.09 or except where the Credit Parties have reasonably concluded that such Environmental Laws and claims could failure to comply therewith would not, either individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; , (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; Loan Party, (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or Loan Party, except for any of its Subsidiariesthe foregoing that, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (c) Except as otherwise set forth in Schedule 5.09, (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit no 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 the order of any Governmental Authority or the requirements of any Environmental Law; Law and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on in Schedule 5.09: (A) neither , no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries conduct are in the ordinary course of business a review of the effect of compliance with all existing Environmental Laws and have not received any claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and except as a result thereof the Credit Parties have reasonably concluded that specifically disclosed in Schedule 5.09, such Environmental Laws and except for such non-compliance or claims that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL National Priorities List under 42 USC § 9605(a)(8)(B) or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries in quantities or in a manner as to create Environmental Liability. (c) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09Effect: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental LawLaw that is reasonably expected to result in material Environmental Liability to any Loan Party or any of its Subsidiaries; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability Environmental Liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. Except as disclosed on the Disclosure Schedule, (a) The Credit Parties each Borrower and their respective Subsidiaries conduct each Subsidiary thereof are in the ordinary course of business a review of the effect of existing compliance with Environmental Laws and claims alleging potential liability except for any noncompliance, when taken singly or responsibility for violation of any Environmental Law on their respective businesseswith all other such noncompliance, operations and propertieswhich has not resulted, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, not reasonably be expected to have result, in a Material Adverse Effect. ; (b) Except as with respect to any property owned or leased by any Borrower or any Subsidiary thereof (i) the “Properties”), there is no pending or, to the actual knowledge of such Borrower after due inquiry, threatened Environmental Claim against such Borrower or such Subsidiary, or any other environmental condition with respect to any Property which Environmental Claim or condition, when taken singly or with all other such Environmental Claims or conditions, has resulted, or could not, individually or in the aggregate, reasonably be expected to have result, in a Material Adverse Effect Effect; (c) such Borrower and such Subsidiary are in compliance with all Environmental Permits, except to the extent any such noncompliance, when taken singly or together with all other instances of such noncompliance, has not resulted, and could not reasonably be expected to result, in a Material Adverse Effect; (iid) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries no Property is listed or to the knowledge of such Borrower, formally proposed for listing on the NPL or National Priorities List pursuant to CERCLA, on the CERCLIS or on any analogous foreignsimilar federal or state list of sites requiring investigation or clean-up and to the knowledge of such Borrower, state neither any Borrower nor any Subsidiary thereof has directly transported or local list or is adjacent directly arranged for the transportation of any Hazardous Material to any such property; (B) there are no and never have been any underground listed location or above-ground storage tanks or any surface impoundmentslocation which is proposed for such listing, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect result such Borrower or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any such Subsidiary incurring material liabilities under Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesLaws.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in Schedule 5.09, to the ordinary course of business a review knowledge of the effect of existing Environmental Laws and claims alleging potential liability Loan Parties, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to the Loan Party or any Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 5.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit 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 No Loan Party or responsibility for violation of any Subsidiary (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to such Loan Party’s or Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as As of the Closing Date, (i) could except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Loan Parties, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries orSubsidiary; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary, except in the case of its Subsidiaries. this clause (civ) Except as (i) could has not resulted and would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect Effect. (c) Except as would not individually or (ii) otherwise set forth on Schedule 5.09: (A) neither in the aggregate reasonably be expected to result in a Material Adverse Effect, as of the Closing Date, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary is undertaking, and no Loan Party or any Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit 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 under or relating to any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and to the knowledge of the Loan Parties never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries, in the case of each of clauses (i) through (iv), in a manner, form or amount which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ci) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no 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 Release of Hazardous Materials at at, on, under or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result in material liability a Material Adverse Effect. (d) Except as could not reasonably be expected, individually or in the aggregate, to any Credit Party or have a Material Adverse Effect, the Loan Parties and their respective Subsidiaries: (i) are, and at all prior times have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of its Subsidiariestheir current or intended operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are, and at all prior times have been, in compliance with all of their Environmental Permits.

Environmental Compliance. Except as disclosed on the Disclosure Schedule, (a) The Credit Parties each Borrower and their respective Subsidiaries conduct each Subsidiary thereof are in the ordinary course of business a review of the effect of existing compliance with Environmental Laws and claims alleging potential liability except for any noncompliance, when taken singly or responsibility for violation of any Environmental Law on their respective businesseswith all other such noncompliance, operations and propertieswhich has not resulted, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, not reasonably be expected to have result, in a Material Adverse Effect. ; (b) Except as (i) with respect to any of the Properties, there is no pending or, to the actual knowledge of such Borrower after due inquiry, threatened Environmental Claim against such Borrower or such Subsidiary, or any other environmental condition with respect to any Property which Environmental Claim or condition, when taken singly or with all other such Environmental Claims or conditions, has resulted, or could not, individually or in the aggregate, reasonably be expected to have result, in a Material Adverse Effect Effect; (c) such Borrower and such Subsidiary are in compliance with all Environmental Permits, except to the extent any such noncompliance, when taken singly or together with all other instances of such noncompliance, has not resulted, and could not reasonably be expected to result, in a Material Adverse Effect; (iid) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries no Property is listed or to the knowledge of such Borrower, formally proposed for listing on the NPL or National Priorities List pursuant to CERCLA, on the CERCLIS or on any analogous foreignsimilar federal or state list of sites requiring investigation or clean-up and to the knowledge of such Borrower, state neither any Borrower nor any Subsidiary thereof has directly transported or local list or is adjacent directly arranged for the transportation of any Hazardous Material to any such property; (B) there are no and never have been any underground listed location or above-ground storage tanks or any surface impoundmentslocation which is proposed for such listing, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect result such Borrower or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any such Subsidiary incurring material liabilities under Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesLaws.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries conduct have conducted in connection with the ordinary course of business Transaction 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 Credit Parties have Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ba) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in listed on Schedule 5.09: (A) , none of the properties currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the knowledge of any Loan Party, is adjacent to any such property; (B) to the knowledge of any Loan Party, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (C) to the knowledge of any Loan Party, there is no asbestos - 92 - or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries except as is otherwise in compliance with applicable Environmental Law; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or, to the knowledge of any Loan Party, by any other Person on any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries. (c) Except , except as (i) could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or Effect. (iib) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit 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 No Loan Party or responsibility for violation of any Subsidiary (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, license or other approval required under any Environmental Law with respect to such Loan Party’s or Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case of clauses (i) – (iii) above, as has not resulted, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have result, in a Material Adverse Effect. (b) Except as As of the Restatement Effective Date, (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary, except in each case of its Subsidiaries. (c) Except as clauses (i) - (iv) above, as has not resulted and could not, individually or in the aggregate, reasonably be expected to have result in, a Material Adverse Effect. (c) Except as could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect on the part of the Loan Parties and their Subsidiaries, as of the Restatement Effective Date, no Loan Party or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries Subsidiary is undertaking, and no Loan Party or any Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not not, individually or in the aggregate, reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. The Borrower has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations conducted thereon and, except as specifically set forth (i) in the written environmental site assessment reports of an Environmental Engineer provided to the Agent (A) in the case of the Initial Mortgaged Properties, as of the Closing Date, or (B) with respect to other Real Estate owned as of the date hereof, on or before the date hereof, or in the case of Real Estate (other than the Initial Mortgaged Properties, if any) acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent, or (ii) on Schedule 6.20, makes the following representations and warranties: (a) The Credit Parties and None of the Borrower, the Guarantors or their respective Subsidiaries conduct in the ordinary course of business a review nor any operator of the effect of existing Environmental Laws and claims alleging potential liability Real Estate, nor any tenant or responsibility for violation operations thereon, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under any Environmental Law on their respective businessesLaw, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as which violation (i) involves Real Estate (other than the Mortgaged Properties) and has had or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: involves a Mortgaged Property. (Ab) none None of the properties currently or formerly owned or operated by any Credit Party or Borrower, the Guarantors nor any of its their respective Subsidiaries is has received notice from any third party including, without limitation, any Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed or proposed for listing on the NPL National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or on the CERCLIS or disposed of have been found at any analogous foreignsite at which a federal, state or local list agency or is adjacent to other third party has conducted or has ordered that the Borrower, any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party Guarantor or any of its their respective Subsidiaries orconduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the best release of the knowledge of the Credit PartiesHazardous Substances, on which in any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as case (i) involves Real Estate (other than the Mortgaged Properties) and has had or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: involves a Mortgaged Property. (Ac) neither any Credit Party nor any (i) no portion of its Subsidiaries is undertakingthe Real Estate has been used for the handling, and has not completedprocessing, 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 storage or disposal of Hazardous Materials at Substances except in accordance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any site, location or operation, either voluntarily or pursuant to portion of the order Real Estate except those which are being operated and maintained in compliance with Environmental Laws; (ii) in the course of any Governmental Authority activities conducted by the Borrower, the Guarantors, their respective Subsidiaries or the requirements tenants and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of Borrower’s, the Guarantors’ and their respective Subsidiaries’, or the tenants’ or operators’ of the Real Estate, respective businesses and in accordance with applicable Environmental Laws; (iii) there has been no past or present Release or threatened Release of Hazardous Substances on, upon, into or from the Real Estate, which Release would have a material adverse effect on the value of such Real Estate or adjacent properties, which Release has had or could reasonably be expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property in the vicinity of any Environmental Lawof the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and (Bv) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site in accordance with all applicable Environmental Laws (except with respect to the foregoing in this §6.20(c) as to any Real Estate (other than the Mortgaged Properties) where the foregoing has not had or could not reasonably be expected to have a Material Adverse Effect). (d) none of the Borrower, the Guarantors, their respective Subsidiaries nor the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Materials generated, used, treated, handled or stored atSubstances site assessments, or transported the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or fromthe recording or delivery to other Persons of an environmental disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the recording of the Mortgages or to the effectiveness of any property currently other transactions contemplated hereby except for such matters that shall be complied with as of the Closing Date. (e) There are no existing or formerly owned closed sanitary landfills, solid waste disposal sites, or operated hazardous waste treatment, storage or disposal facilities (i) on or affecting the Real Estate (other than the Mortgaged Properties) except where such existence has not had or could not be reasonably be expected to have a Material Adverse Effect, or (ii) on or affecting a Mortgaged Property. (f) The Borrower has not received any written notice of any claim by any Credit Party party that any use, operation, or condition of the Real Estate has caused any nuisance or any of its Subsidiaries have been disposed of in a manner not other liability or adverse condition on any other property which as to any Real Estate (other than the Mortgaged Properties) has had or could reasonably be expected to result in material liability to have a Material Adverse Effect, nor is there any Credit Party or any of its Subsidiariesbasis for such a claim.

Environmental Compliance. (a) The Credit 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 Except as disclosed on Schedule 5.09 or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and their Restricted Subsidiaries and the Real Property are in compliance with and have no liability under any Environmental Laws or Environmental Permits, including, without limitation, with respect to any third-party disposal sites or with respect to any formerly owned, leased, used, operated or occupied properties. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in on Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries Real Property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no , and, to the knowledge of the Loan Parties and never have been any underground their Restricted Subsidiaries, none of the real properties formerly owned, leased, used, operated or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated occupied by any Credit Party Loan Parties or any of its Restricted Subsidiaries or, to is listed or proposed for listing on the best of NPL or on the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party CERCLIS or any of its Subsidiaries; (C) there is no asbestos analogous foreign, state or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiarieslocal list. (c) Except as (i) disclosed on Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect: (i) any current or former underground storage tank in which Hazardous Materials are being or have been treated, stored or disposed on any Real Property is and has been handled in compliance with applicable Environmental Laws; (ii) otherwise set forth any asbestos or asbestos-containing material at any Real Property has been and is being handled in accordance with applicable Environmental Laws; and (iii) any Hazardous Material that has been released, discharged or disposed of on any Real Property has been or is in the process of being remediated to the extent required under applicable Environmental Laws. (d) Except as disclosed on Schedule 5.095.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (Ai) neither any Credit Loan Party nor any of its Restricted Subsidiaries is undertakingundertaking or funding, and has not completedcompleted or funded, 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 or from any property, site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any real property currently or formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Restricted Subsidiaries. (e) Except as disclosed on Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Loan Parties or any of their Restricted Subsidiaries have received (i) a written notice of any Environmental Action within the last five years from a Person other than a Governmental Authority that has not been finally resolved without any pending or future significant liability, obligation or cost or (ii) a written notice of any Environmental Action from a Person, including a Governmental Authority, in each case that has not been finally resolved without any pending or future liability, obligation or cost. (f) Except as disclosed on Schedule 5.09 or as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Loan Parties and their Restricted Subsidiaries have all Environmental Permits necessary for the operation of any and all Real Property and any ongoing or planned construction thereon (other than with respect to any generation sites under development for which necessary operating permits are expected to be obtained in due course if development is continued) or are in the process of obtaining such replacements or renewals thereof, which are reasonably expected to be obtained in due course, (ii) there is no default under any such permit, and (iii) the Loan Parties and their Restricted Subsidiaries have no reason to believe that cause exists, with respect to Environmental Permits possessed by the Loan Parties or their Subsidiaries for the revocation of any such permits or, with respect to Environmental Permits for which the Loan Parties or their Restricted Subsidiaries have timely applied for or are expected to be obtained in due course, the rejection or non-issuance of any such permit.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in No Loan Party or any Subsidiary thereof (i) to the ordinary course of business a review knowledge of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of Loan Parties, has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) to the knowledge of the Loan Parties, has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) , to the knowledge of the Loan Parties, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the knowledge of any Loan Party, is adjacent to any such property; (B) except for underground storage tanks currently in use and operated in compliance with Environmental Laws, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any Subsidiary thereof except such as have been decommissioned in accordance with Environmental Laws in effect at the time of its Subsidiariessuch decommissioning; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5,09, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Loan Parties and their respective Restricted 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 Credit Parties have Borrower has reasonably concluded that that, except as specifically disclosed in 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 As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries is listed or proposed for listing on the NPL National Priorities List under 42 USC § 9605(a)(8)(B) or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesRestricted Subsidiaries in quantities or in a manner as to create Environmental Liability. (c) Except as As of the Closing Date and except (i) as otherwise set forth in Schedule 5.09 or (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) Effect, neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental LawLaw that is reasonably expected to result in material Environmental Liability to any Loan Party or any of its Restricted Subsidiaries; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability Environmental Liability to any Credit Loan Party or any of its Restricted Subsidiaries.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best Knowledge of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof that could result in a material Environmental Liability; (Ciii) to the best Knowledge of the Loan Parties, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or Subsidiary thereof in violation in any material respect of its Subsidiariesany Environmental Law; and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof in violation in any material respect of its Subsidiariesany Environmental Law. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither , no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) to the best Knowledge of the Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Comply with all 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 except where the Credit Parties have reasonably concluded that such Environmental Laws and claims failure to comply could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (b) Except as Promptly notify the Agent in the event of (i) any violation or asserted violation of any applicable law (including OSHA or any Environmental Laws), if an adverse resolution could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or otherwise result in material liability to any Loan Party, and (ii) otherwise set forth in Schedule 5.09: (A) none the Disposal of the properties currently or formerly owned any Hazardous Substance at any Real Property owned, leased or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreignSubsidiary, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregateevent of any Release, or threatened Release, of a Hazardous Substance, on, at or from any such Property, except when such Disposal or Release is in the ordinary course of such Loan Party’s or such Subsidiary’s business and in compliance with all applicable Environmental Laws or could not reasonably be expected to have a Material Adverse Effect Effect. (c) Deliver promptly to the Agent (i) copies of any non-routine, material documents received from the United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning any Loan Party’s operations, except documents of general applicability; and (ii) otherwise set forth on Schedule 5.09: copies of any documents submitted by any Loan Party or any Subsidiary to the United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning its operations, except submissions in the ordinary course of business. (Ad) neither Promptly notify the Agent upon receipt by any Credit Loan Party nor of any written complaint, order, citation or notice of its Subsidiaries is undertakingviolation with respect to, and has not completedor if any Loan Party becomes aware of, either individually (i) the existence or together with other potentially responsible partiesalleged existence of a violation of any applicable Environmental Law, (ii) the commencement of 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 cleanup pursuant to the order or in accordance with any applicable Environmental Law of any Governmental Authority Hazardous Substances, or the requirements (iv) any Real Property of any Loan Party that is or will be subject to a Lien imposed pursuant to any Environmental Law; and (B) all Hazardous Materials generated, usedwhich, treatedin each case above, handled individually or stored atin the aggregate, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not could reasonably be expected to result in material liability to any Credit Party or any of its Subsidiarieshave a Material Adverse Effect.

Environmental Compliance. (a) The Credit 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 Except as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and their Subsidiaries have no liability under existing Environmental Laws and there are no claims pending that allege their potential liability under such Environmental Laws. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bi) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; (Cii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; and (Diii) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary. (c) Except as (i) could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no Loan Party nor any of its Subsidiaries is undertaking, and Subsidiary has not completedfailed to undertake or complete, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) and, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary.

Environmental Compliance. (a) The Credit Parties Each Loan Party is, and their respective Subsidiaries conduct for the past three years has been, in compliance with the ordinary course of business a review of the effect requirements of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businessesLaws, operations and propertiesexcept in such instances where the failure to comply therewith, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually otherwise may be set forth on Schedule 5.09 or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or or, to the knowledge of such Loan Party, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed disposed, in violation of, or that has resulted in any liability under, Environmental Law, on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, or on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-containing material that requires any removal, abatement or encapsulation under Environmental Laws on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been released, discharged or disposed of in violation of Environmental Laws, or that require any investigation, assessment, remediation or remedial or response action under Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries (as to formerly owned or operated property, only during such ownership or operation). (c) Except as (i) could not, individually otherwise may be set forth on Schedule 5.09 or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) Effect, neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries (as to formerly owned property, only during such ownership or operation) have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiarieshave a Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed 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 Schedule 5.09, no Loan Party (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, and (ii) to the knowledge of any Responsible Officer of any Loan Party none of the properties currently operated or formerly owned by any Loan Party is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property in connection with any matter for which any Loan Party would have any material liability; (B) there are no not and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed by any Loan Party in violation of any Environmental Laws on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesany Responsible Officer of any Loan Party, on any property formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party; (C) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Credit Party or any of its SubsidiariesLoan Party; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party in violation of any Environmental Laws on any property currently owned or operated or formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit , no Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesLoan Party.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 6.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to the Loan Party or any Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof, which could reasonably be expected to result in a Material Adverse Effect. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) Each Loan Party conducts in the Ordinary Course of its SubsidiariesBusiness a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit 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 No Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or or, to the best knowledge of Lead Borrower, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof, except in compliance with Environmental Law; (C) there is no asbestos or asbestos-containing material requiring abatement or removal by any Loan Party on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of in violation of Environmental Law on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, No Loan Party or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit operations and properties of each of the Loan Parties and each of their respective Subsidiaries conduct comply in the ordinary course of business a review of the effect of existing all material respects with all applicable 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 Credit Parties have reasonably concluded that Permits; all past noncompliance with such Environmental Laws and claims Environmental Permits has been resolved without any material ongoing obligations or costs; all Environmental Permits that are necessary for the operations or properties of any of the Loan Parties or any of their Subsidiaries have been obtained and are in full force and effect, except where and to the extent that the failure to obtain or maintain in full force and effect any such Environmental Permit, either individually or in the aggregate, could notnot reasonably be expected to have a Material Adverse Effect; and no circumstances exist that, either individually or in the aggregate, could reasonably be expected to (i) form the basis of an Environmental Action against any of the Loan Parties or any of their Subsidiaries or any of the properties thereof that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy or use or on the transferability of such property that could reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as disclosed in Schedule 5.17, (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party of the Loan Parties or any of its their Subsidiaries is listed or or, to the actual knowledge of the Borrower, is proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list list; and (ii) except as, either individually or is adjacent in the aggregate, could not reasonably be expected to any such property; have a Material Adverse Effect, (BA) there are no no, and never have been any any, underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any Credit Party of the Loan Parties or any of its their Subsidiaries or, to the best of the knowledge of the Credit PartiesBorrower, on any property formerly owned or operated by any Credit Party of the Loan Parties or any of its their Subsidiaries; , (CB) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party of the Loan Parties or any of its Subsidiaries; their Subsidiaries and (DC) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party of the Loan Parties or any of its their Subsidiaries. (c) Except as (i) could notdisclosed in Schedule 5.17, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party of the Loan Parties nor any of its their 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generatedLaw that, usedeither individually or in the aggregate, treated, handled or stored at, or transported could reasonably be expected to or from, any property currently or formerly owned or operated by any Credit Party result in the Borrower or any of its Subsidiaries have been disposed of in a manner not incurring Environmental Liability that could reasonably be expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties Each Loan Party and their respective Subsidiaries conduct each Restricted Subsidiary is in the ordinary course of business a review of the effect of existing compliance with applicable Environmental Laws and claims alleging potential liability or responsibility for violation of except to the extent that any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually otherwise set forth on Schedule 6.09 or in the aggregate, otherwise would not reasonably be expected to have result in a Material Adverse Effect Effect, Hazardous Materials have not been Released and are not present at, on, under, in, or (ii) otherwise set forth in Schedule 5.09: (A) none about any of the properties currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries is listed Restricted Subsidiary in a quantity, manner or proposed for listing on the NPL condition which could reasonably be expected to (i) require investigation, removal, or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated remediation by any Credit Loan Party under Environmental Law or otherwise give rise to Environmental Liability of any Loan Party, (ii) interfere with any Loan Party’s continued operations or (iii) impair the fair saleable value of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesCollateral. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertaking6.09, 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Restricted Subsidiary have been properly stored, handled, recycled, re-used or disposed of in a manner not reasonably expected to result in material liability cause a Material Adverse Effect. (d) Except as otherwise set forth on Schedule 6.09, there is no site to which any Credit Loan Party or any Restricted Subsidiary has transported or arranged for the transport of its SubsidiariesHazardous Materials that is the subject of any Environmental Liabilities or Environmental Claims which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Except as otherwise set forth on Schedule 6.09, neither any Loan Party nor any Restricted Subsidiary is subject to any pending or threatened Environmental Claims or Environmental Liabilities which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) Each Loan Party and each Restricted Subsidiary are in compliance with, and possesses all Environmental Permits required pursuant to, applicable Environmental Laws, except to the extent such non-compliance or failure to possess could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (g) No Loan Party or Restricted Subsidiary has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or any Environmental Liability that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) No Loan Party or Restricted Subsidiary has assumed or retained, by contract or operation of law, any Environmental Liabilities of any kind, whether fixed or contingent, known or unknown that individually or in the aggregate can reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit 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 No Loan Party or responsibility for violation of any Subsidiary (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, license or other approval required under any Environmental Law with respect to such Loan Party’s or Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case of clauses (i) – (iii) above, as has not resulted, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have result, in a Material Adverse Effect. (b) Except as As of the Closing Date, (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary, except in each case of its Subsidiaries. clauses (ci)—(iv) Except above, as (i) has not resulted and could not, individually or in the aggregate, reasonably be expected to have result in, a Material Adverse Effect. (c) Except as could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect on the part of the Loan Parties and their Subsidiaries, as of the Closing Date, no Loan Party or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries Subsidiary is undertaking, and no Loan Party or any Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not not, individually or in the aggregate, reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. The Borrower has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations conducted thereon and, except as specifically set forth (i) in the written environmental site assessment reports of an Environmental Engineer provided to the Agent (A) in the case of the Initial Mortgaged Properties, as of the Closing Date, or (B) with respect to other Real Estate owned as of the date hereof, on or before the date hereof, or in the case of Real Estate (other than the Initial Mortgaged Properties, if any) acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent, or (ii) on Schedule 6.20, makes the following representations and warranties: (a) The Credit Parties and None of the Borrower, the Guarantors or their respective Subsidiaries conduct in the ordinary course of business a review nor any operator of the effect of existing Environmental Laws and claims alleging potential liability Real Estate, nor any tenant or responsibility for violation operations thereon, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under any Environmental Law on their respective businessesLaw, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as which violation (i) involves Real Estate (other than the Mortgaged Properties) and has had or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: involves a Mortgaged Property. (Ab) none None of the properties currently or formerly owned or operated by any Credit Party or Borrower, the Guarantors nor any of its their respective Subsidiaries is has received notice from any third party including, without limitation, any Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed or proposed for listing on the NPL National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or on the CERCLIS or disposed of have been found at any analogous foreignsite at which a federal, state or local list agency or is adjacent to other third party has conducted or has ordered that the Borrower, any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party Guarantor or any of its their respective Subsidiaries orconduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the best release of the knowledge of the Credit PartiesHazardous Substances, on which in any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as case (i) involves Real Estate (other than the Mortgaged Properties) and has had or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: involves a Mortgaged Property. (Ac) neither any Credit Party nor any (i) No portion of its Subsidiaries is undertakingthe Real Estate has been used for the handling, and has not completedprocessing, 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 storage or disposal of Hazardous Materials at Substances except in accordance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any site, location or operation, either voluntarily or pursuant to portion of the order Real Estate except those which are being operated and maintained in compliance with Environmental Laws; (ii) in the course of any Governmental Authority activities conducted by the Borrower, the Guarantors, their respective Subsidiaries or the requirements tenants and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of Borrower’s, the Guarantors’ and their respective Subsidiaries’, or the tenants’ or operators’ of the Real Estate, respective businesses and in accordance with applicable Environmental Laws; (iii) there has been no past or present Release or threatened Release of Hazardous Substances on, upon, into or from the Real Estate, which Release would have a material adverse effect on the value of such Real Estate or adjacent properties, which Release has had or could reasonably be expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property in the vicinity of any Environmental Lawof the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and (Bv) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site in accordance with all applicable Environmental Laws (except with respect to the foregoing in this §6.20(c) as to any Real Estate (other than the Mortgaged Properties) where the foregoing has not had or could not reasonably be expected to have a Material Adverse Effect). (d) None of the Borrower, the Guarantors, their respective Subsidiaries nor the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Materials generated, used, treated, handled or stored atSubstances site assessments, or transported the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or fromthe recording or delivery to other Persons of an environmental disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the recording of the Mortgages or to the effectiveness of any property currently other transactions contemplated hereby except for such matters that shall be complied with as of the Closing Date. (e) There are no existing or formerly owned closed sanitary landfills, solid waste disposal sites, or operated hazardous waste treatment, storage or disposal facilities (i) on or affecting the Real Estate (other than the Mortgaged Properties) except where such existence has not had or could not be reasonably be expected to have a Material Adverse Effect, or (ii) on or affecting a Mortgaged Property. (f) The Borrower has not received any written notice of any claim by any Credit Party party that any use, operation, or condition of the Real Estate has caused any nuisance or any of its Subsidiaries have been disposed of in a manner not other liability or adverse condition on any other property which as to any Real Estate (other than the Mortgaged Properties) has had or could reasonably be expected to result in material liability to have a Material Adverse Effect, nor is there any Credit Party or any of its Subsidiariesbasis for such a claim.

Environmental Compliance. (a) The Credit Parties Each Loan Party and their respective Subsidiaries conduct each Restricted Subsidiary is in the ordinary course of business a review of the effect of existing compliance with Environmental Laws and claims alleging potential liability or responsibility for violation of except to the extent that any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually otherwise set forth on Schedule 6.09 or in the aggregate, otherwise would not reasonably be expected to have result in a Material Adverse Effect Effect, Hazardous Materials have not been Released and are not present at, on, under, in, or (ii) otherwise set forth in Schedule 5.09: (A) none about any of the properties currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries is listed Restricted Subsidiary in a quantity, manner or proposed for listing on the NPL condition which could reasonably be expected to (i) require investigation, removal, or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated remediation by any Credit Loan Party under Environmental Law or otherwise give rise to Environmental Liability of any Loan Party, (ii) interfere with any Loan Party’s continued operations or (iii) impair the fair saleable value of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesCollateral. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertaking6.09, 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Restricted Subsidiary have been properly stored, handled, recycled, re-used or disposed of in a manner not reasonably expected to result in material liability cause a Material Adverse Effect. (d) Except as otherwise set forth on Schedule 6.09, there is no site to which any Credit Loan Party or any Restricted Subsidiary has transported or arranged for the transport of its SubsidiariesHazardous Materials that is the subject of any Environmental Liabilities or Environmental Claims which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Except as otherwise set forth on Schedule 6.09, neither any Loan Party nor any Restricted Subsidiary is subject to any pending or threatened Environmental Claims or Environmental Liabilities which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) Each Loan Party and each Restricted Subsidiary are in compliance with, and possesses all Environmental Permits required pursuant to, Environmental Laws, except to the extent such non-compliance or failure to possess could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (g) No Loan Party or Restricted Subsidiary has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or any Environmental Liability that individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) No Loan Party or Restricted Subsidiary has assumed or retained, by contract or operation of law, any Environmental Liabilities of any kind, whether fixed or contingent, known or unknown that individually or in the aggregate can reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit 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 Credit Parties have Company has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as To the knowledge of the Company: (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) except as otherwise set forth in on Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, which could reasonably be expected to the best result in liability of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could notSubsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (iii) there is no asbestos or asbestos-containing material on, at or in any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries which could reasonably be expected to result in liability of any Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiiv) no Hazardous Materials have been Released on, at, under or from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries in a manner, form or amount which could reasonably be expected to result in liability of any Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) To the knowledge of the Company: (i) except as otherwise set forth on Schedule 5.09: (A) , neither any Credit 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 Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all no Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not which could reasonably be expected to result in material liability to of any Credit Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Loan Parties and their respective Subsidiaries: (i) are, and within the period of its all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, (A) each of their Environmental Permits will be timely renewed and, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, complied with, (B) each additional Environmental Permit that may be required of any of them will be timely obtained and, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, complied with, and (C) compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, maintained.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries conduct are in the ordinary course of business a review of the effect of existing compliance with all Environmental Laws and have not received notice of any claims alleging potential liability or responsibility for violation of any Environmental Law on with respect to their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such except where failure to comply with Environmental Laws and or the adverse determination of such claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or or, to the knowledge of the Loan Parties, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list list, except where the basis for such listing or is adjacent proposed listing would not reasonably be expected to any such propertyhave a Material Adverse Effect; (B) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (C) , and there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries, except where the presence or former presence of such storage tanks, impoundments, septic tanks, pits, sumps, lagoons, asbestos or asbestos-containing material would not reasonably be expected to have a Material Adverse Effect; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries. (c) Except as (i) could not, individually expect where such release, discharge or in the aggregate, disposal would not reasonably be expected to have a Material Adverse Effect or Effect. (iic) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law, except where such investigation, assessment, or remedial or response action would not reasonably be expected to have a Material Adverse Effect; and (B) all Hazardous Materials none of the Loan Parties or their respective Subsidiaries have generated, used, treated, handled or stored athandled, stored, transported, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of any Hazardous Materials in a manner not that would reasonably be expected to result in material liability have a Material Adverse Effect. (d) This Section 5.09 sets forth the sole and exclusive representations and warranties of the Primary Loan Parties with respect to any Credit Party environmental, health or any of its Subsidiariessafety matters, including all matters relating to Environmental Laws, Environmental Liabilities, Environmental Permits or Hazardous Materials.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries, and the operations conducted by each of them, are in compliance with Environmental Laws except to the extent that noncompliance could not reasonably be expected to have a Material Adverse Effect. 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 or for any Release of Hazardous Materials on their respective businesses, operations and properties, and as a result thereof thereof, neither the Credit Parties have Parent nor the Borrower has reasonably concluded that such Environmental Laws and claims could notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually There has been no Release or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none threatened Release of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being on, at, under, to or have been treated, stored or disposed on from any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (C) there is no asbestos Subsidiaries during the term of such party’s ownership or asbestos-containing material on any property currently owned operation, except for such Releases or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could notthreatened Releases which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertakingEffect, and has as of the Closing Date would not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating reasonably be expected to any actual or threatened release, discharge or disposal have a material adverse effect on the value of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and real property Collateral taken as whole. (Bc) all All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of at off-site locations in a manner not reasonably expected to result in a Material Adverse Effect, and as of the Closing Date not reasonably expected to result in a material liability adverse effect on the value of the real property Collateral taken as whole. (d) There are no pending or, to the knowledge of the Borrower, threatened claims of Environmental Liability against any Loan Party or any of its Subsidiaries or relating to any Credit property currently or, to the best of the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, and there exists no reasonable basis for the assertion of such Environmental Liability; and there are no pending or, to the knowledge of the Borrower, threatened investigations concerning the presence or Release of Hazardous Materials relating to any property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, except for such claims, assertions, investigations of Environmental Liability that would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, and as of the Closing Date would not individually or in the aggregate reasonably be expected to have a material adverse effect on the value of the real property Collateral taken as whole. (e) No action has been taken pursuant to the provisions of Sections 25220 through 25241 of the California Health and Safety Code to designate the Elk Grove Facility or any other real property owned or operated by the Loan Parties or any of their respective Subsidiaries in the State of California as a hazardous waste property or border zone property or otherwise to materially and adversely restrict the land use of the Elk Grove Facility or any other real property material to the operation of the Business owned by the Loan Parties or any of their respective Subsidiaries in the State of California (including through a moratorium on new land uses), nor do the Loan Parties or any of their respective Subsidiaries have actual knowledge of any condition which would reasonably be expected to give rise to such designation or other material or adverse restriction.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) to the knowledge of the Loan Parties, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on in Schedule 5.09: (A) neither , no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Loan Parties and their respective Subsidiaries conduct have conducted in connection with the ordinary course of business Transaction 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 Credit Parties have Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ba) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in listed on Schedule 5.09: (A) , none of the properties currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the knowledge of any Loan Party, is adjacent to any such property; (B) to the knowledge of any Loan Party, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (C) to the knowledge of any Loan Party, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries except as is otherwise in compliance with applicable Environmental Law; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or, to the knowledge of any Loan Party, by any other Person on any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries. (c) Except , except as (i) could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or Effect. (iib) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the knowledge of any Loan Party, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) to the Knowledge of the Senior Executive Officers, is aware of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently or formerly owned or currently operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best Knowledge of the knowledge of the Credit PartiesSenior Executive Officers, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been unlawfully released, discharged or disposed of by any Loan Party or Subsidiary thereof on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither , no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. Except as set forth on Schedule 5.08 hereof: (a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and There are no actions, suits, proceedings, demands or claims alleging potential liability or responsibility for violation of of, or liability under, any Environmental Law on their respective received by, and relating to businesses, operations and propertiesor properties of, and as a any Loan Party or its Subsidiaries except for matters (x) disclosed on Schedule 5.08 hereto, which are not expected to result thereof the Credit Parties have reasonably concluded in material liability to any Loan Party, or (y) that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as for matters (ix) disclosed on Schedule 5.08 hereto, which are not expected to result in material liability to any Loan Party, or (y) that could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth in Schedule 5.09: (Ai) none of the properties currently or or, to the actual knowledge of any Specified Officer of the Borrower, formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries, or, to the actual knowledge of any Specified Officer of the Borrower, to which any Loan Party or any of its Subsidiaries sent any Hazardous Materials for disposal, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and and, to the actual knowledge of any Specified Officer of the Borrower, never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been discharged, treated, stored or disposed on on, at or under any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on on, at or under any property formerly owned owned, leased or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries during or prior to the period of such ownership or operation; (Ciii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been released, discharged or disposed of on on, at or under any property currently or to the actual knowledge of any Specified Officer of the Borrower formerly owned or operated by any Credit Loan Party or any of its Subsidiaries, except for such releases, discharges or disposal that were in compliance with Environmental Laws. (c) Except as (i) could notThe Loan Parties’ operations are in compliance with all Environmental Laws and all Environmental Permits, except for such noncompliance which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Effect. (d) None of the Loan Parties or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its their respective 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 the order of any Governmental Authority or the requirements of any Environmental Law; and Law except for any such investigation or assessment or remedial or response action that, (Bx) all is disclosed on Schedule 5.08 hereto, which is not expected to result in material liability to any Loan Party, or (y) individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) No Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or to the actual knowledge of any Specified Officer of the Borrower formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner by or on behalf of any Loan Party or any of its Subsidiaries, except for such disposals (x) that could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, or (y) disclosed on Schedule 5.08 hereto, which are not expected to result in material liability to any Credit Party Loan Party. This Section 5.08 sets forth the sole and exclusive representations and warranties of the Loan Parties with respect to environmental, health or any of its Subsidiariessafety matters.

Environmental Compliance. (a) The Credit Parties Each Loan Party and their respective Subsidiaries conduct each Restricted Subsidiary is in the ordinary course of business a review of the effect of existing compliance with Environmental Laws and claims alleging potential liability or responsibility for violation of except to the extent that any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually otherwise set forth on Schedule 6.09 or in the aggregate, otherwise would not reasonably be expected to have result in a Material Adverse Effect Effect, Hazardous Materials have not been Released and are not present at, on, under, in, or (ii) otherwise set forth in Schedule 5.09: (A) none about any of the properties currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries is listed Restricted Subsidiary in a quantity, manner or proposed for listing on the NPL condition which would reasonably be expected to (i) require investigation, removal, or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated remediation by any Credit Loan Party under Environmental Law or otherwise give rise to Environmental Liability of any Loan Party, (ii) interfere with any Loan Party’s continued operations or (iii) impair the fair saleable value of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesCollateral. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertaking6.09, 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Restricted Subsidiary have been properly stored, handled, recycled, re-used or disposed of in a manner that would not reasonably be expected to result in material liability cause a Material Adverse Effect. (d) Except as otherwise set forth on Schedule 6.09, there is no site to which any Credit Loan Party or any Restricted Subsidiary has transported or arranged for the transport of its SubsidiariesHazardous Materials that is the subject of any Environmental Liabilities or Environmental Claims which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Except as otherwise set forth on Schedule 6.09, neither any Loan Party nor any Restricted Subsidiary is subject to any pending or threatened Environmental Claims or Environmental Liabilities which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) Each Loan Party and each Restricted Subsidiary are in compliance with, and possesses all Environmental Permits required pursuant to, Environmental Laws, except to the extent such non-compliance or failure to possess would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. Except as disclosed in Schedule 6.18 hereto, to the best knowledge of the Borrower: (a) The Credit Parties Borrower, the Guarantors and their respective Subsidiaries conduct the Related Companies are in compliance with all Environmental Laws pertaining to any hazardous waste, as defined by 42 U.S.C. Section 9601(5), any Hazardous Materials as defined by 42 U.S.C. Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Materials") the failure with which to comply would have a Material Adverse Effect. None of the Properties and no other property used by the Borrower, the Guarantors or the Related Companies is included or proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), or on the Comprehensive Environmental Response Compensation and Liability Information System maintained by the United States Environmental Protection Agency (the "EPA") or on any analogous list maintained by any other Governmental Authority and has not otherwise been identified by the EPA as a potential CERCLA site. (b) The Borrower, the Guarantors and the Related Companies have not, at any time, and, to the actual knowledge of the Borrower, no other Person has at any time, used, handled, stored, buried, retained, refined, transported, processed, manufactured, generated, produced, spilled, released, allowed to seep, escape or ▇▇▇▇▇, or pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of, any Hazardous Materials at or about the Real Estate Assets or any other real property owned or occupied by the Borrower, any Guarantor or any Related Company, except (i) for use and storage for use of reasonable amounts of ordinary supplies and other substances customarily used in the ordinary course operation 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 businessescommercial office buildings; provided, operations and propertieshowever, and as a result thereof the Credit Parties have reasonably concluded that such use and/or storage for use is in substantial compliance with applicable Environmental Laws and claims could notLaw, individually or in the aggregate, (ii) where such action is not reasonably be expected to have a Material Adverse Effect. (bc) Except as (i) No actions, suits, or proceedings have been commenced, are pending or, to the actual knowledge of the Borrower, are threatened in writing with respect to any Environmental Law governing the use, manufacture, storage, treatment, Release, disposal, transportation, or processing of Hazardous Materials with respect to any Real Estate Asset or any part thereof which could nothave a Material Adverse Effect. The Borrower, individually the Guarantors and the Related Companies have received no written notice of and have no actual knowledge of any fact, condition, occurrence or in the aggregate, circumstance which could reasonably be expected to give rise to a claim under or pursuant to any existing Environmental Law pertaining to Hazardous Materials on, in, under or originating from any Real Estate Asset or any part thereof or any other real property owned or occupied by the Borrower or any Guarantor or arising out of the conduct of any Borrower or any Guarantor, including claims for the presence of Hazardous Materials at any other property, which in any case is reasonably expected to have a Material Adverse Effect or Effect. (iid) otherwise Other than as set forth in Schedule 5.09: (A) none reviews, reports and surveys copies of which have been delivered to the properties currently Agent, there have occurred no uses, manufactures, storage, treatments, Releases, disposals, transportation, or formerly owned or operated by any Credit Party or any processing of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent Hazardous Materials with respect to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundmentsReal Estate Asset except those which, septic tankstaken as a whole, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have would not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesEffect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and No Loan Party or Subsidiary has received any written claims alleging potential liability or responsibility for violation by any Loan Party or Subsidiary of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded other than those that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could notTo the knowledge of the Loan Parties, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary is listed or proposed for listing on the NPL National Priorities List under CERCLA or on the CERCLIS or any analogous foreignCERCLIS; to the knowledge of the Loan Parties, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary; to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary, in each case except in material compliance with all applicable Environmental Laws. (c) Except as (i) could not, individually No Loan Party or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries Subsidiary is undertaking, and or 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 the order of any Governmental Authority or the requirements of any Environmental Law, other than those that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (B) to the knowledge of the Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries members of the Consolidated Group conduct from time to time 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 Credit Parties have Borrower has reasonably concluded that that, except as specifically disclosed in Schedule 7.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) otherwise set forth on Schedule 7.09, and except as could not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Environmental Event: (Aa) none of the properties Properties currently or formerly owned or operated by any Credit Party or any member of its Subsidiaries the Consolidated Group is listed or proposed for listing on the NPL National Priorities List or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertyProperty; (Bb) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any member of its Subsidiaries the Consolidated Group or, to the best of the knowledge of any member of the Credit PartiesConsolidated Group, on any property formerly owned or operated by any Credit Party or any member of its Subsidiariesthe Consolidated Group; (Cc) there is no asbestos or asbestos-containing material on any property Property currently owned or operated by any Credit Party or any of its SubsidiariesCompany; and (Dd) Hazardous Materials have not been released, discharged or disposed of on any property Property currently or formerly owned or operated by any Credit Party or any member of its Subsidiariesthe Consolidated Group. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.097.09, and except as could not reasonably be expected to result in a Material Environmental Event: (Aa) neither any Credit Party nor any member of its Subsidiaries the Consolidated Group 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (Bb) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any member of its Subsidiaries the Consolidated Group have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party member of the Consolidated Group. (d) The representations and warranties contained in this Section 7.09 are the sole and exclusive representations and warranties in this Agreement pertaining to Environmental Laws, Environmental Claims or any of its SubsidiariesHazardous Materials.

Environmental Compliance. (a) The Credit Parties Except as disclosed in any Exchange Act Report, the Company and their respective each of its Subsidiaries conduct has complied and is in the ordinary course of business a review of the effect of existing compliance in all material respects with all Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businessesStatutes (as hereinafter defined), operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, except where noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries intends to use any real property owned or occupied by any such party for the purpose of handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials (except as may be incidental to the ordinary use of such property by the Company and its Subsidiaries consistent with past practice). (c) Except as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of Effect, neither the properties currently or formerly owned or operated by any Credit Party or Company nor any of its Subsidiaries is listed aware of any seepage, leak, escape, ▇▇▇▇▇, discharge, injection, release, emission, spill, pumping, pouring, emptying or proposed for listing dumping of Hazardous Materials into waters on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any real property owned or occupied by any such property; (B) there are no and never have been any underground party, or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in onto lands from which Hazardous Materials are being might reasonably be expected to seep, flow or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiariesdrain into such waters. (cd) Except as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, the Company is not aware 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 pertaining to Hazardous Materials on or originating from any real property owned or occupied by the Company or any of its Subsidiaries arising out of the conduct of any such party, including without limitation pursuant to any Environmental Statute. (iie) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor No land owned by the Company or any of its Subsidiaries is undertaking, included or to the knowledge of the Company proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the "EPA") and has not completedotherwise been publicly identified by the EPA by notice to the Company as a potential CERCLA site or included or, either individually to the knowledge of the Company, proposed for inclusion on any list or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating inventory issued pursuant to any actual other Environmental Statute or threatened releaseissued by any other Governmental Authority (as hereinafter defined). (f) As used herein, discharge "Hazardous Material" shall include without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances or disposal related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, ordinance, rule or regulation, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601 et seq. ("CERCLA"), the Hazardous Materials at Transportation Act, as amended, 49 U.S.C. §§ 1801 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 9601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§ 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. §§ 300F to 300j-11, and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., as any siteof the above statutes may be amended from time to time, location and in the regulations adopted and publications promulgated pursuant to each of the foregoing (individually, an "Environmental Statute") or operationby any federal, either voluntarily state or local governmental authority having or claiming jurisdiction over the properties and assets described in the Company's periodic reports filed pursuant to the order of any Exchange Act (a "Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesAuthority").

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or SEMS or any analogous foreign, state or local list or is adjacent to any such propertylist; (B) there are no and and, to the best of the knowledge of the Loan Parties, never have been been, any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof in violation of its Subsidiariesany Environmental Law. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither , no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental LawLaw reasonably expected to result in a material liability to any Loan Party or Subsidiary thereof; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. Except as set forth on Schedule 5.08 hereof: (a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and There are no actions, suits, proceedings, demands or claims alleging potential liability or responsibility for violation of of, or liability under, any Environmental Law on their respective received by, and relating to businesses, operations and propertiesor properties of, and as a any Loan Party or its Subsidiaries except for matters (x) disclosed on Schedule 5.08 hereto, which are not expected to result thereof the Credit Parties have reasonably concluded in material liability to any Loan Party, or (y) that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as for matters (ix) disclosed on Schedule 5.08 hereto, which are not expected to result in material liability to any Loan Party, or (y) that could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or Effect, (ii) otherwise set forth in Schedule 5.09: (Ai) none of the properties currently or or, to the actual knowledge of any Specified Officer of the Borrower, formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries, or, to the actual knowledge of any Specified Officer of the Borrower, to which any Loan Party or any of its Subsidiaries sent any Hazardous Materials for disposal, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and and, to the actual knowledge of any Specified Officer of the Borrower, never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been discharged, treated, stored or disposed on on, at or under any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on on, at or under any property formerly owned owned, leased or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries during or prior to the period of such ownership or operation; (Ciii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been released, discharged or disposed of on on, at or under any property currently or to the actual knowledge of any Specified Officer of the Borrower formerly owned or operated by any Credit Loan Party or any of its Subsidiaries, except for such releases, discharges or disposal that were in compliance with Environmental Laws. (c) Except as (i) could notThe Loan Parties’ operations are in compliance with all Environmental Laws and all Environmental Permits, except for such noncompliance which, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect Effect. (d) None of the Loan Parties or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its their respective 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 the order of any Governmental Authority or the requirements of any Environmental Law; and Law except for any such investigation or assessment or remedial or response action that, (Bx) all is disclosed on Schedule 5.08 hereto, which is not expected to result in material liability to any Loan Party, or (y) individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) No Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or to the actual knowledge of any Specified Officer of the Borrower formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of by or on behalf of any Loan Party or any of its Subsidiaries, except for such disposal (x) that could reasonably be expected to result in, individually or in the aggregate, a manner Material Adverse Effect, or (y) disclosed on Schedule 5.08 hereto, which are not reasonably expected to result in material liability to any Credit Party Loan Party. This Section 5.08 sets forth the sole and exclusive representations and warranties of the Loan Parties with respect to environmental, health or any of its Subsidiariessafety matters.

Environmental Compliance. Except as set forth on Schedule 5.09 or as would not individually be reasonably expected to result in a liability in excess of the Threshold Amount to the Loan Parties and their Subsidiaries (provided that the aggregate of all such events, circumstances, developments and liabilities could not reasonably be expected to result in a Material Adverse Effect): (a) The Credit Parties operations and their respective properties of each Loan Party and each of its Subsidiaries conduct comply in the ordinary course of business a review of the effect of existing all material respects with all applicable Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businessesPermits, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that all past non-compliance with such Environmental Laws and claims could notEnvironmental Permits has been resolved without ongoing obligations or costs, individually and no circumstances exist that would be reasonably likely to (A) to the knowledge of the Loan Parties, form the basis of an Environmental Action against any Loan Party or in the aggregateany Subsidiary or any of their properties or (B) cause any such property to be subject to any restrictions on ownership, reasonably be expected to have a Material Adverse Effectoccupancy, use or transferability under any Environmental Law. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly or, to the knowledge of the Loan Parties, formerly, owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or, to such Loan Party’s or each of its Subsidiaries’ knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and no, and, to the knowledge of the Loan Parties, never have been been, any underground or above-ground aboveground storage tanks other than in compliance with applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries other than in compliance with applicable Environmental Laws; (C) and other than in compliance with applicable Environmental Laws, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or any of its Subsidiaries on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries other than in material compliance with applicable Environmental Laws. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 the order of any Governmental Authority governmental or regulatory authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported by or on behalf of any Loan Party or any of its Subsidiaries to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries. (d) Each Loan Party and each of its Subsidiaries has obtained all material Environmental Permits required for ownership and operation of its property and business as presently conducted. No Loan Party nor any of its Subsidiaries has received any written notification pursuant to any applicable Environmental Law or otherwise has knowledge that (A) any work, repairs, construction or capital expenditures are required to be made in order to be in or continue to be in compliance with any applicable Environmental Laws or any material Environmental Permit or (B) any Environmental Permit is about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated. (e) Except as would not reasonably be expected to result in a material liability, no Loan Party nor any of its Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (f) Nothing contained in this Section 5.09 is intended to apply to any action, suit, investigation, litigation or proceeding (including any Environmental Action) relating to exposure to asbestos, in any form, or any asbestos containing materials.

Environmental Compliance. (a) The Credit 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 Credit Loan Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (bi) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in disclosed on Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) except as disclosed on Schedule 5.09, there are no and to the best of the knowledge of the Loan Parties’, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries that would reasonably be expected to result in a material liability to any Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries. (c) Except as (i) could not, in a manner that would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect. (iic) otherwise set forth on (i) Except as disclosed in Schedule 5.09: (A) neither any Credit , no Loan Party nor any of its Subsidiaries is currently 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit 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 Credit Parties have such Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the knowledge of the Borrowers, is adjacent to any such property; (B) and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no and to the best knowledge of the Loan Parties and their Subsidiaries never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, there is no asbestos or asbestos-containing material on, at or in any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been Released on, at, under or from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries in a manner, form or amount which could reasonably be expected to result in material Environmental Liability of any Loan Party or any Subsidiary. (iic) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, other than such investigations, assessments and remedial and response actions as could not reasonably be expected to have a Material Adverse Effect; and (B) to the knowledge of the Borrowers and the other Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably expected to result in material liability Environmental Liability to any Credit Loan Party or any of its Subsidiaries. (d) The Loan Parties and their respective Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in material compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them, except for such Environmental Permits the absence of which could not reasonably be expected to result in a Material Adverse Effect; (iii) are, and within the period of all applicable statutes of limitation have been, in material compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, each of their Environmental Permits have been timely renewed and complied with, and the Loan Parties and their respective Subsidiaries have no reason to believe that any additional Environmental Permits that may be required of any of them will not be timely obtained and complied with, without material expense, or that compliance with any Environmental Permit that is or is expected to become applicable to any of them will not be timely attained and maintained, without material expense.

Environmental Compliance. Except as set forth on Schedule 5.09 or as would not individually be reasonably expected to result in a liability in excess of the Threshold Amount to the Loan Parties and their Subsidiaries (provided that the aggregate of all such events, circumstances, developments and liabilities could not reasonably be expected to result in a Material Adverse Effect): (a) The Credit Parties operations and their respective properties of each Loan Party and each of its Subsidiaries conduct comply in the ordinary course of business a review of the effect of existing all material respects with all applicable Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businessesPermits, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that all past non-compliance with such Environmental Laws and claims could notEnvironmental Permits has been resolved without ongoing obligations or costs, individually and no circumstances exist that would be reasonably likely to (A) to the knowledge of the Loan Parties, form the basis of an Environmental Action against any Loan Party or in the aggregateany Subsidiary or any of their properties or (B) cause any such property to be subject to any restrictions on ownership, reasonably be expected to have a Material Adverse Effectoccupancy, use or transferability under any Environmental Law. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly or, to the knowledge of the Loan Parties, formerly, owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or, to such Loan Party’s or each of its Subsidiaries’ knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and no, and, to the knowledge of the Loan Parties, never have been been, any underground or above-ground aboveground storage tanks other than in compliance with applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries other than in compliance with applicable Environmental Laws; (C) and other than in compliance with applicable Environmental Laws, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or any of its Subsidiaries on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries other than in material compliance with applicable Environmental Laws. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 the order of any Governmental Authority governmental or regulatory authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported by or on behalf of any Loan Party or any of its Subsidiaries to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries. (d) The Borrower and each of its Subsidiaries has obtained all material Environmental Permits required for ownership and operation of its property and business as presently conducted. Neither the Borrower nor any of its Subsidiaries has received any written notification pursuant to any applicable Environmental Law or otherwise has knowledge that (A) any work, repairs, construction or capital expenditures are required to be made in order to be in or continue to be in compliance with any applicable Environmental Laws or any material Environmental Permit or (B) any Environmental Permit is about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated. (e) Except as would not reasonably be expected to result in a material liability, no Loan Party nor any of its Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (f) Nothing contained in this Section 5.09 is intended to apply to any action, suit, investigation, litigation or proceeding (including any Environmental Action) relating to exposure to asbestos, in any form, or any asbestos containing materials.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof, in each case, which adversely affects or could reasonably be expected to adversely affect in any material respect any Loan Party or its or their business, operations or assets or any properties at which such Loan Party has transported, stored or disposed of its Subsidiariesany Hazardous Materials. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5,09, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 6.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to the Loan Party or any Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof has not completed, either individually or [Key Tronic] Credit Agreement #510968250 together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) Each Loan Party conducts in the Ordinary Course of its SubsidiariesBusiness a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) to the Knowledge of the Senior Executive Officers, is aware of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently or formerly owned or currently operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best Knowledge of the knowledge of the Credit PartiesSenior Executive Officers, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been unlawfully released, discharged or disposed of by any Loan Party or Subsidiary thereof on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5,09, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (ai) The Credit Parties operations and their respective Subsidiaries conduct in the ordinary course of business a review properties of the Company and each of its Subsidiaries comply in all material respects with all Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of existing the Company and its Subsidiaries, the Company and its Subsidiaries are in compliance in all material respects with all such Environmental Laws Permits, and claims alleging potential liability no circumstances exist that could be reasonably likely to (A) except as described on Schedule 4.01(e) hereto, form the basis of an Environmental Action against the Company or responsibility for violation any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Party the Company or any of its Subsidiaries is listed or proposed for listing on the National Priorities List under the CERCLA ("NPL") or on CERCLIS or any analogous state list of sites requiring investigation or cleanup, the listing, or proposed listing of which would be reasonably likely to have a Material Adverse Effect, except as described in the registration statement, Registration No. 33-70998, as declared effective by the Securities and Exchange Commission on November 23, 1993 or, to the best knowledge of the Company, is adjacent to any such property. (iii) Except where noncompliance would not individually or in the aggregate have a Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.any

Environmental Compliance. Except as set forth on Schedule 5.09 or as would not individually be reasonably expected to result in a liability in excess of $300,000 to the Loan Parties and their Subsidiaries (provided that the aggregate of all such events, circumstances, developments and liabilities could not reasonably be expected to result in a Material Adverse Effect): (a) The Credit Parties operations and their respective properties of each Loan Party and each of its Subsidiaries conduct comply in the ordinary course of business a review of the effect of existing all material respects with all applicable Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businessesPermits, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that all past non-compliance with such Environmental Laws and claims could notEnvironmental Permits has been resolved without ongoing obligations or costs, individually and no circumstances exist that would be reasonably likely to (A) to the knowledge of the Loan Parties, form the basis of an Environmental Action against any Loan Party or in the aggregateany Subsidiary or any of their properties or (B) cause any such property to be subject to any restrictions on ownership, reasonably be expected to have a Material Adverse Effectoccupancy, use or transferability under any Environmental Law. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly or, to the knowledge of the Loan Parties, formerly, owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or, to such Loan Party’s or each of its Subsidiaries’ knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and no, and, to the knowledge of the Loan Parties, never have been been, any underground or above-ground aboveground storage tanks other than in compliance with applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Partiesits knowledge, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries other than in compliance with applicable Environmental Laws; (C) and other than in compliance with applicable Environmental Laws, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or any of its Subsidiaries on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiaries other than in material compliance with applicable Environmental Laws. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 the order of any Governmental Authority governmental or regulatory authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported by or on behalf of any Loan Party or any of its Subsidiaries to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries. (d) The Borrower and each of its Subsidiaries has obtained all material Environmental Permits required for ownership and operation of its property and business as presently conducted. Neither the Borrower nor any of its Subsidiaries has received any written notification pursuant to any applicable Environmental Law or otherwise has knowledge that (A) any work, repairs, construction or capital expenditures are required to be made in order to be in or continue to be in compliance with any applicable Environmental Laws or any material Environmental Permit or (B) any Environmental Permit is about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated. (e) Except as would not reasonably be expected to result in a material liability, no Loan Party nor any of its Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (f) Nothing contained in this Section 5.09 is intended to apply to any action, suit, investigation, litigation or proceeding (including any Environmental Action) relating to exposure to asbestos, in any form, or any asbestos containing materials.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: : (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list list; (ii) except as individually or is adjacent in the aggregate could not reasonably be expected to any such property; (B) have a Material Adverse Effect, to the knowledge of the Loan Parties, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property Real Estate currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property Real Estate formerly owned or operated by any Credit Loan Party or any of its Subsidiaries; Subsidiary thereof; (Ciii) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and and (Div) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on in Schedule 5.09: (A) neither , no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or investigation, assessment, monitoring, remedial or other response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property Real Estate currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) No Lien in favor of its Subsidiariesany Governmental Authority securing, in whole or in part, any Environmental Liability has attached to any property owned or operated by any Loan Party or any Subsidiary thereof and to the knowledge of the Loan Parties, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien, or any Environmental Liability that could reasonably be expected to have a Material Adverse Effect. (e) The Loan Parties have provided copies of all environmental audits, reports and other documents bearing on any potential material Environmental Liability relating to the current or former operations or facilities of the Loan Parties or any of their Subsidiaries which are in their possession or control as of the Closing Date.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could otherwise set forth in Schedule 5.09, and except in each case, as would not, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) Effect, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could otherwise set forth on Schedule 5.09, and except in each case, as would not, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect Effect, no Loan Party or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in No Loan Party (i) has failed, within the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of preceding five (5) years, to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and and, to the best knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party; (C) there is no asbestos or asbestos-containing material on any property currently owned or 9656966v810314033v12 operated by any Credit Party or any of its SubsidiariesLoan Party; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party. (c) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all . All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the best knowledge of the Loan Parties, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. Except as disclosed on Schedule 4.22 hereto (which schedule (i) discloses matters which neither individually nor in the aggregate could reasonably be expected to result in an Environmental Material Adverse Change and (ii) presents all matters known to the Borrower on the Closing Date respecting Material Real Property as if none of the representations below in this Section 4.22 is qualified by an Environmental Material Adverse Change limitation): (a) The Credit Parties and None of the real property currently or previously owned or occupied by the Borrower or any of its Subsidiaries or their respective Subsidiaries conduct assets has ever been used by previous owners or operators, or has ever been used by the Borrower or any of its Subsidiaries, to treat, produce, store, handle, transfer, process, transport, dispose or otherwise Release any Hazardous Substances in violation of any Environmental Law, except where such violations, singly or in the ordinary course aggregate, could not reasonably be expected to result in an Environmental Material Adverse Change, or so as to create a risk of business harm to public or occupant health or safety, or to the environment, that could reasonably be expected to result in an Environmental Material Adverse Change. (b) There is no condition that exists on the real property owned or occupied by the Borrower or any of its Subsidiaries that requires Remedial Action or such as may create a review risk of harm to public or occupant health or safety, or to the effect environment, that could reasonably be expected to result in an Environmental Material Adverse Change. (c) Neither the Borrower nor any of existing its Subsidiaries has been notified of, or has actual knowledge with regard to, a Release on, about or into any real property now or previously owned or occupied by the Borrower or any of its Subsidiaries or their assets except where such Release could not reasonably be expected to result in an Environmental Laws and claims alleging potential liability Material Adverse Change. (d) Neither the Borrower nor any of its Subsidiaries has received a summons, citation, notice of violation, administrative order, directive, letter or responsibility for other communication, written or oral, from any Governmental Authority concerning any intentional or unintentional action or omission related to the generation, storage, transportation, handling, transfer, disposal or treatment of Hazardous Substances in violation of any Environmental Law on their respective businessesor so creating or alleging a threatened or actual risk of harm to public or occupant health or safety, operations and properties, and as a result thereof or to the Credit Parties have reasonably concluded that such Environmental Laws and claims environment except where the foregoing could not, individually or in the aggregate, not reasonably be expected to have a result in an Environmental Material Adverse EffectChange. (be) Except There are no “friable” (as (ithat term is defined in regulations under the Federal Clean Air Act) could notasbestos or asbestos-containing materials which have not been encapsulated in accordance with Environmental Law, individually or including accepted guidelines promulgated by the United States Environmental Protection Agency, existing in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly any real property owned or operated occupied by any Credit Party the Borrower or any of its Subsidiaries is listed or proposed for listing on and all of the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any real property currently owned or operated occupied by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party Borrower or any of its Subsidiaries have been disposed of evaluated for, and are in a manner compliance with Environmental Law, including the OSHA asbestos requirements, except where the foregoing could not reasonably be expected to result in material liability an Environmental Material Adverse Change. (f) No equipment containing polychlorinated biphenyls, including electrical transformers, is located on any real property owned or occupied by the Borrower or any of its Subsidiaries in levels that exceed those permitted by any and all Governmental Authorities with jurisdiction over such premises and which are not properly labeled in accordance with Environmental Law except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change. (g) Each of the tanks on any Credit Party real property owned or occupied by the Borrower or any of its Subsidiaries has been registered, tested and equipped with properly functioning leak detection systems, to the extent required by, and in accordance with, any applicable Environmental Laws, and there is no evidence of leakage from any such tanks except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change. All such tanks, including any tanks that formerly were located on any real property owned or occupied by the Borrower or any of its Subsidiaries, that have been removed or abandoned have been closed in accordance with applicable standards under Environmental Laws and no such tank creates a risk of harm to public or occupant health or safety, or to the environment except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change. (h) Neither the Borrower nor any of its Subsidiaries has any obligations, liability or agreement of any kind with respect to contributions, whether monetary or material, to the cleanup, remediation, consolidation, capping or management of the ▇▇▇▇▇ Brothers Landfill site located at the intersection of Aero Drive and Transit Road in Cheektowaga, New York that is not fully covered by the Sunrock Indemnification Agreement. (i) The Indemnification Agreement dated March 5, 2002 (the “Sunrock Indemnification Agreement”) between Buffalo Crushed Stone, Inc. (“BCS”) and Sunrock Group Holdings Corporation (“Sunrock”) previously delivered to Agent is a true, correct and complete copy thereof, there having been no amendments or modifications thereto since the execution thereof. The Sunrock Indemnification Agreement was duly authorized by all necessary action by BCS and to the Borrower’s knowledge, by Sunrock, and constitutes the valid and binding obligation of BCS and Sunrock, enforceable in accordance with its terms.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) , to any Loan Party’s knowledge, none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial, territorial, municipal or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof in violation of its Subsidiaries. (c) Except Environmental Law, except, in each case, as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect. (iic) Except as otherwise set forth on Schedule 5.09: , (Ai) neither as of the Closing Date, and (ii) at all times after the Closing Date, so long as no Material Adverse Effect could reasonably be expected to result, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof, except, in each case, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties on-going operations of each Borrower and their respective Subsidiaries conduct each of its Subsidiaries, after the Closing Date, comply in the ordinary course of business a review of the effect of existing all respects with all Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businessesLaws, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that except such Environmental Laws and claims could notnon-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (b) Except as specifically identified on Schedule 5.09, or except to the extent that noncompliance would not reasonably be expected to result in a Material Adverse Effect, each Borrower and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) necessary for their respective operations, and all such Environmental Permits are in good standing, and each Borrower and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits. (c) Except as specifically identified on Schedule 5.09, none of any Borrower or any of its Subsidiaries or any of their present property or operations is subject to any (i) outstanding written order from or agreement with any Governmental Authority or other Person, or (ii) judicial or docketed administrative proceeding respecting any Environmental Law, Environmental Claim or Hazardous Material, other than, in the case of clause (i), any such order or agreement the breach or violation of which would not reasonably be expected to result in a Material Adverse Effect and, in the case of clause (ii), any such proceeding that if determined adversely to the Company or any of its Subsidiaries would not reasonably be expected to result in a Material Adverse Effect. (d) There are no conditions or circumstances relating to any property of any Borrower or its Subsidiaries, or arising from operations of any Borrower or its Subsidiaries conducted prior to the Closing Date that, together with all other such conditions and circumstances relating to all other properties and operations, may give rise to Environmental Claims with a potential liability as to the Company and its Subsidiaries together that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (be) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in specifically identified on Schedule 5.09: (A) none , as of the properties currently Closing Date, no Borrower has knowledge of any oral or formerly owned written notification of a Release of a Hazardous Material has been filed by or on behalf of such Borrower or any of its Subsidiaries and no site, facility or vessel now or previously owned, operated or leased by any Credit Party such Borrower or any of its Subsidiaries is listed or proposed for listing on to the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any knowledge of such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party Borrower or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, proposed for listing on any property formerly owned federal or operated by any Credit Party or any state list of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any sites requiring investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesclean-up.

Environmental Compliance. (a) The Credit Parties Except as set forth on Schedule 3.1(r), the Acquired Entities and their respective Subsidiaries conduct ACS Defense have obtained all Environmental Permits required to carry on the Business as now conducted, are in STOCK PURCHASE AGREEMENT 25 EXECUTION VERSION compliance with the ordinary course terms and conditions of business a review all such Environmental Permits and are in compliance with all applicable Environmental Laws, except for any 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 foregoing as a result thereof the Credit Parties have would not reasonably concluded that such Environmental Laws and claims could notbe expected to result, individually or in the aggregate, in material liability under or relating to the Environmental Laws. Except as set forth in Schedule 3.1(r), neither any Acquired Entity nor ACS Defense has received any Environmental Claim, and, to the knowledge of Seller, there is no Environmental Claim threatened in writing. Except as set forth in Schedule 3.1(r), no Acquired Entity or ACS Defense has entered into, has agreed to be subject to, or is subject to as a party in any Environmental Claim received by any Acquired Entity or ACS Defense, any material Order of any Governmental Entity under or relating to any Environmental Laws. Except as set forth in Schedule 3.1(r), and except as would not reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could notresult, individually or in the aggregate, in any material Environmental Liability, Regulated Substances have not been generated, transported, treated, stored, disposed of, arranged to be disposed of, released or threatened to be released by any Acquired Entity or ACS Defense at, on, from or under any of the properties or facilities currently or formerly (within the past two years) owned, leased or otherwise used by any Acquired Entity, in material violation of, or in a manner or to a location that would reasonably be expected to give rise to any material Environmental Liability or liability of ACS Defense that would have constituted a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none material Environmental Liability if it was a liability of an Acquired Entity. Each Acquired Entity and ACS Defense has maintained all logs required to be maintained by them pursuant to regulations of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesU.S. Occupational Safety & Health Administration. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct in No Loan Party (i) has failed, within the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of preceding five (5) years, to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09Effect: (A) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and and, to the best knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge US-DOCS\117605822.23 KE 70583695.23 of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its SubsidiariesLoan Party; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its SubsidiariesLoan Party. (c) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all . All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or or, to the best knowledge of the Loan Parties, formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiariesa Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 6.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply in any material respect with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law with respect to the Loan Party or any Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) Each Loan Party conducts in the Ordinary Course of its SubsidiariesBusiness a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit 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 Except as disclosed on Schedule 5.09 or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and their Restricted Subsidiaries and the Real Property are in compliance with and have no liability under any Environmental Laws or Environmental Permits, including, without limitation, with respect to any third-party disposal sites or with respect to any formerly owned, leased, used, operated or occupied properties. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in on Schedule 5.09: (A) , as of the date hereof, none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries Real Property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no , and, to the knowledge of the Loan Parties and never have been any underground their Restricted Subsidiaries, none of the real properties formerly owned, leased, used, operated or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated occupied by any Credit Party Loan Parties or any of its Restricted Subsidiaries or, to is listed or proposed for listing on the best of NPL or on the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party CERCLIS or any of its Subsidiaries; (C) there is no asbestos analogous foreign, state or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiarieslocal list. (c) Except as (i) disclosed on Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect: (i) any current or former underground storage tank in which Hazardous Materials are being or have been treated, stored or disposed on any Real Property is and has been handled in compliance with applicable Environmental Laws; (ii) otherwise set forth any asbestos or asbestos-containing material at any Real Property has been and is being handled in accordance with applicable Environmental Laws; and (iii) any Hazardous Material that has been released, discharged or disposed of on any Real Property has been or is in the process of being remediated to the extent required under applicable Environmental Laws. (d) Except as disclosed on Schedule 5.095.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (Ai) neither any Credit Loan Party nor any of its Restricted Subsidiaries is undertakingundertaking or funding, and has not completedcompleted or funded, 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 or from any property, site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any real property currently or formerly owned or operated by any Credit Loan Party or any of its Restricted Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Restricted Subsidiaries. (e) Except as disclosed on Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Loan Parties or any of their Restricted Subsidiaries have received (i) a written notice of any Environmental Action within the last five years from a Person other than a Governmental Authority that has not been finally resolved without any pending or future significant liability, obligation or cost or (ii) a written notice of any Environmental Action from a Person, including a Governmental Authority, in each case that has not been finally resolved without any pending or future liability, obligation or cost. (f) Except as disclosed on Schedule 5.09 or as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Loan Parties and their Restricted Subsidiaries have all Environmental Permits necessary for the operation of any and all Real Property and any ongoing or planned construction thereon (other than with respect to any generation sites under development for which necessary operating permits are expected to be obtained in due course if development is continued) or are in the process of obtaining such replacements or renewals thereof, which are reasonably expected to be obtained in due course, (ii) there is no default under any such permit, and

Environmental Compliance. (a) The Credit 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 under or relating to any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and to the knowledge of the Loan Parties never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries, in the case of each of clauses ‎(i) through ‎(iv), in a manner, form or amount which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ci) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no 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 Release of Hazardous Materials at at, on, under or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result in material liability a Material Adverse Effect. (d) Except as could not reasonably be expected, individually or in the aggregate, to any Credit Party or have a Material Adverse Effect, the Loan Parties and their respective Subsidiaries: (i) are, and at all prior times have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of its Subsidiariestheir current or intended operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are, and at all prior times have been, in compliance with all of their Environmental Permits.

Environmental Compliance. (a) The Credit 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 Except as otherwise set forth on Schedule 5.09 or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and their Subsidiaries (other than Excluded Subsidiaries), and the Real Property, are 90 in compliance with and have no liability under any Environmental Laws or Environmental Permits, including, without limitation, with respect to any third-party disposal sites or with respect to any formerly owned, leased, used, operated or occupied properties. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in on Schedule 5.09: (A) , none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries Real Property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries orand, to the best of the knowledge of the Credit PartiesLoan Parties and their Subsidiaries (other than Excluded Subsidiaries), on any property none of the real properties formerly owned owned, leased, used, operated or operated occupied by any Credit Party Loan Parties or Subsidiaries (other than Excluded Subsidiaries) is listed or proposed for listing on the NPL or on the CERCLIS or any of its Subsidiaries; (C) there is no asbestos analogous foreign, state or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiarieslocal list. (c) Except as (i) otherwise set forth on Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect: (i) any current or former underground storage tank in which Hazardous Materials are being or have been treated, stored or disposed on any Real Property is and has been handled in compliance with applicable Environmental Laws; (ii) any asbestos or asbestos-containing material at any Real Property has been and is being handled in accordance with applicable Environmental Laws; and (iii) any Hazardous Material that has been released, discharged or disposed of on any Real Property has been or is in the process of being remediated to the extent required under applicable Environmental Laws. (d) Except as otherwise set forth on Schedule 5.095.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (Ai) neither any Credit Loan Party nor any of its Subsidiaries (other than Excluded Subsidiaries) is undertakingundertaking or funding, and has not completedcompleted or funded, 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 or from any property, site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any real property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries (other than Excluded Subsidiaries) have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its Subsidiaries. (e) Except as otherwise set forth on Schedule 5.09, none of the Loan Parties or any of their Subsidiaries (other than Excluded Subsidiaries) have received (i) a written notice of any Environmental Action within the last five years from a Person other than a Governmental Authority that has not been finally resolved without any pending or future significant liability, obligation or cost or (ii) a written notice of any Environmental Action from a Person, including a Governmental Authority, that has not been finally resolved without any pending or future liability, obligation or cost, and which could reasonably be expected to have a Material Adverse Effect. (f) The Loan Parties and their Subsidiaries (other than Excluded Subsidiaries) have all Environmental Permits necessary for the operation of any and all Real Property and any ongoing or planned construction thereon (other than with respect to any generation sites under 91 development for which necessary operating permits are expected to be obtained in due course if development is continued) or are in the process of obtaining such replacements or renewals thereof, which are reasonably expected to be obtained in due course, there is no default under any such permit, and the Loan Parties and their Subsidiaries (other than Excluded Subsidiaries) have no reason to believe that cause exists, with respect to Environmental Permits possessed by the Loan Parties or their Subsidiaries for the revocation of any such permits or, with respect to Environmental Permits for which the Loan Parties or their Subsidiaries (other than Excluded Subsidiaries) have timely applied for or are expected to be obtained in due course, the rejection or non-issuance of any such permit, in each case set forth in this Section 5.09(f), other than which could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (ai) The Credit Parties All facilities and their respective property (including underlying groundwater) owned, leased, used or operated by U.S. Borrower or any of 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 propertieshave been, and as a result thereof the Credit Parties have reasonably concluded that such continue to be, owned or leased in compliance with all Environmental Laws and claims Laws, except where any non-compliance could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.; ​ (bii) Except as There are no pending or threatened (iin writing) ​ (A) claims, complaints, notices or requests for information received by U.S. Borrower or any of its Subsidiaries with respect to any alleged ​ - 77 - violation of any Environmental Law which, if proved, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; ​ (B) complaints, notices or (ii) otherwise set forth in Schedule 5.09: (A) none of the properties currently or formerly owned or operated by any Credit Party inquiries to U.S. Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or regarding potential liability under any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in Environmental Law which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries. (c) Except as (i) liability could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect; ​ (iiiii) otherwise set forth on Schedule 5.09: (A) neither There have been no Releases of any Credit 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, on, under or transported to or from, from any property currently that is owned, operated, used or formerly owned or operated leased by any Credit Party U.S. Borrower or any of its Subsidiaries have that, singly or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect; ​ (iv) Each of the U.S. Borrower and each of its Subsidiaries has been disposed of issued and is in a manner compliance with all permits, certificates, approvals, licenses and other authorizations under any Environmental Laws to carry on its business except where any non-issuance or non-compliance could not reasonably be expected to result in material liability have a Material Adverse Effect; and (v) No conditions exist at, on or under any property that is operated, used or leased to any Credit Party U.S. Borrower or any of its Subsidiaries.Subsidiaries that, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law which liability could reasonably be expected to have a Material Adverse Effect. ​

Environmental Compliance. (a) The Credit 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 pursuant to any Environmental Law on their respective businesses, operations and propertiesproperties or any other Environmental Liability, and as a result thereof the Credit Parties have Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned owned, operated, leased, or operated otherwise occupied by any Credit Loan Party or any of its Subsidiaries, and no property to which any of the Loan Parties or their respective Subsidiaries have transported or arranged for the transportation, treatment or disposal of any Hazardous Materials, is listed or formally proposed for listing on the NPL National Priorities List promulgated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) or on the CERCLIS (as defined by CERCLA) or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and to the best knowledge of the Loan Parties and their Subsidiaries never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps sumps, lagoons or lagoons other features in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, operated, leased, or operated otherwise occupied by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned owned, operated, leased, or operated otherwise occupied by any Credit Loan Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, operated, leased, or operated otherwise occupied by any Credit Loan Party or any of its Subsidiaries; and (D) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned owned, operated, leased, or operated otherwise occupied by any Credit Loan Party or any of its Subsidiaries.Subsidiaries in a manner, form or amount which could reasonably be expected to result in material liability of any Loan Party or any Subsidiary. 55 (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither Neither any Credit 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 Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned owned, operated, leased, or operated otherwise occupied by any Credit Loan Party or any of its Subsidiaries have been managed and disposed of in a manner which could not reasonably be expected to result in material liability to any Credit Loan Party or any of its Subsidiaries. (d) The Loan Parties and their respective Subsidiaries: (i) are in compliance with all applicable Environmental Laws; (ii) hold all Permits (each of which is in full force and effect) required under Environmental Laws for any of their current or intended operations or for any property owned, leased, operated or otherwise occupied by any of the Loan Parties or their respective Subsidiaries (“Environmental Permits”); (iii) are and have been in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, and any additional Environmental Permits that may be required of any of them or that is or is expected to become applicable to any of them will be timely obtained and complied with, without material expense, and in compliance with any Environmental Law, in the case of clauses (i), (ii), (iii) and (iv) above, except where non-compliance or the failure to hold or renew such Environmental Permits could not reasonably be expected to result in a liability above the Threshold Amount.

Environmental Compliance. (a) The Credit 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 under or relating to any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (A) none None of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and to the knowledge of the Loan Parties never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries; and (Div) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of on from any property currently or formerly owned owned, leased or operated by any Credit Loan Party or any of its Subsidiaries, in the case of each of clauses (i) through (iv), in a manner, form or amount which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ci) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Effect, no 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 Release of Hazardous Materials at at, on, under or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result in material liability a Material Adverse Effect. (d) Except as could not reasonably be expected, individually or in the aggregate, to any Credit Party or have a Material Adverse Effect, the Loan Parties and their respective Subsidiaries: (i) are, and at all prior times have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of its Subsidiariestheir current or intended operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are, and at all prior times have been, in compliance with all of their Environmental Permits.

Environmental Compliance. (a) The Credit 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 No Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except Except, in each case, as (i) could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: (Ai) none of the real properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof or, to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5,09, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) and, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in Schedule 9.1.11, to the ordinary course of business a review Obligors’ knowledge, as of the effect of existing Environmental Laws and claims alleging potential liability Closing Date, no Obligor or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received any Environmental Notice or (iv) knows of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 9.1.11, to the Obligors’ knowledge, as of the Closing Date, (Ai) none of the properties currently or formerly owned or operated by any Credit Party Obligor or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; , (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party Obligor or any of its Subsidiaries orSubsidiary thereof, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (Ciii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party Obligor or any of its Subsidiaries; Subsidiary thereof, and (Div) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party Obligor or any of its Subsidiaries. (c) Except Subsidiary thereof other than in compliance with Applicable Laws, except, in each case, as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or Effect. (iic) Except as otherwise set forth on Schedule 5.09: (A) neither 9.1.11, as of the Closing Date, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Obligor or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Obligor or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) . To the Obligors’ knowledge, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party Obligor or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability any Environmental Liability, except as could not, individually or in the aggregate, reasonably be expected to any Credit Party or any of its Subsidiarieshave a Material Adverse Effect.

Environmental Compliance. Except as otherwise set forth on Schedule 6.09: (a) The Credit Parties Borrower and their respective 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 known Environmental Law Liabilities on their respective businesses, operations and properties, and as a result thereof the Credit Parties have Borrower has reasonably concluded that such Environmental Laws Laws, known Environmental Liabilities, and claims Environmental Liabilities that would be known based upon appropriate inquiry and investigation, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as The Borrower and each Loan Party are in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (itogether with any resulting penalties, fines or forfeitures) could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect Effect. All licenses, permits, registrations or (ii) otherwise set forth in Schedule 5.09: (A) none approvals required for the business of the properties Borrower and each Loan Party under any Environmental Law have been secured and the Borrower and each such Loan Party are in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any Loan Party has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of, or default under any Environmental Laws, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of, or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. No property currently or formerly owned or operated by any Credit Party the Borrower or any Loan Party existing as of its Subsidiaries the Closing Date and, to the knowledge of the Borrower, no property currently or formerly owned or operated by the Business, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundmentslist, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries orand, to the best of the knowledge of the Credit PartiesBorrower, on no such properties are proposed for listing or are adjacent to a listed property, except with respect to any property formerly owned analogous foreign, state or operated by any Credit Party or any of its Subsidiaries; local list, such listings as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (Dc) Hazardous Materials have not at any time been released(i) generated, discharged used, treated or disposed of on stored on, or transported to or from, any real property currently or formerly owned or operated by the Borrower or by any Credit Loan Party or any existing as of its Subsidiaries. (c) Except as (i) could notthe Closing Date, individually or in or, to the aggregateknowledge of the Borrower, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither any Credit Party nor any of its Subsidiaries is undertaking, based upon appropriate inquiry and has not completed, either individually or together with other potentially responsible partiesinvestigation, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any real property currently or formerly owned or operated by the Business, or (ii) released, discharged or disposed on any Credit Party such real property, in each case where such occurrence or any of its Subsidiaries event is not in compliance with Environmental Laws and is reasonably likely to have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its SubsidiariesMaterial Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as disclosed 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 businessesSchedule 6.09, operations and propertiesor, and in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party or any Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law with respect to the Loan Party or any Subsidiary’s operations, or (ii) has received written notice of any claim with respect to any Environmental Liability. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (Ai) none of the properties currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or or, to the knowledge of the Loan Parties without due inquiry, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (Bii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best of the knowledge of the Credit Loan Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) without due inquiry, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof other than “presumed asbestos-containing materials” in buildings constructed before 1981; and (Div) Hazardous Materials have not been released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.096.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect: (Ai) neither no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (Bii) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary, any property currently or formerly owned or operated by any Credit Loan Party or any Subsidiary thereof have, to the knowledge of its Subsidiaries have the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any Subsidiary thereof. (d) Each Loan Party conducts in the Ordinary Course of its SubsidiariesBusiness a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Credit Parties and their respective Subsidiaries conduct Except as specifically disclosed in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability Schedule 5.09, no Loan Party or responsibility for violation of any Subsidiary thereof (i) has failed to comply with any Environmental Law on their respective businessesor to obtain, operations and propertiesmaintain or comply with any permit, and license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) to the Knowledge of the Senior Executive Officers, is aware of any basis for any Environmental Liability, except, in each case, as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09: , (Ai) none of the properties currently or formerly owned or currently operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (Bii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Loan Party or any of its Subsidiaries or, Subsidiary thereof; (iii) to the best Knowledge of the knowledge of the Credit PartiesSenior Executive Officers, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof; and (Div) Hazardous Materials have not been unlawfully released, discharged or disposed of by any Loan Party or Subsidiary thereof on any property currently or formerly owned or operated by any Credit Loan Party or any of its SubsidiariesSubsidiary thereof. (c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09: (A) neither 5,09,5.09, no Loan Party or any Credit Party nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof 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 the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Loan Party or any of its Subsidiaries Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Credit Loan Party or any of its SubsidiariesSubsidiary thereof.