Common use of Environmental Warranties Clause in Contracts

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all applicable Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;. (b) there There have been no pastpast (which have not been remedied or resolved), and there are no pending or or, to the best knowledge of the Borrower, threatened: (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged material violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential material liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;. (c) there There have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or would reasonably likely be expected to have have, a Material Adverse Effect;. (d) the The Borrower has and its Subsidiaries have been issued and is are in material compliance with all material permits, certificates, approvals, licenses and other material authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement;. (e) there No property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effect;any of its Subsidiaries. (fg) Neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may reasonably would be expected to lead to material claims against the Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement;CERCLA. (gh) To the best of the Borrower’s knowledge after due inquiry, there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any of its Subsidiaries. (i) No conditions exist at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, reasonably would be expected to give rise to any material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as of the Closing DateSchedule 5.12: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Holdings or any of its Subsidiaries have been, and continue to be, owned or leased by Holdings and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or to the extent the failure to be in the aggregate, compliance could not reasonably be expected to have result in a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower Holdings or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower Holdings or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, in each case, that singly or in the aggregateaggregate have had, or could reasonably be expected to have have, a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thatHoldings or any of its Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Holdings and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businessesmatters, except where to the extent the non-issuance or the failure to maintain or comply with any of the foregoing is be in compliance could not reasonably likely be expected to have result in a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or, to the knowledge of Holdings or any of its Subsidiaries, previously owned or leased by Holdings or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerHoldings or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) the Borrower neither Holdings nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Holdings or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA thatCERCLA, singly or in the aggregate, are except that could not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Holdings or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Holdings which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental LawLaw that singly or in the aggregate have had, which would have or could reasonably be expected to have, a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property (including underlying groundwater) property owned, operated or leased by the Borrower or any of its Subsidiaries are owned, operated or leased by the Borrower and its Subsidiaries have been, and continue to be, in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the Borrower’s knowledge, threatened (i) claims, complaints, notices or governmental requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged material violation of any Environmental Law or, Law, or (ii) written complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding material potential liability of the Borrower or any of its Subsidiaries under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated operated, or leased by the Borrower thator any of its Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses licenses, registrations and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property currently, or to the knowledge of the Borrower previously, owned, operated or leased by the Borrower or any of its Subsidiaries is listed, or proposed for listing in the Federal Register or similar governmental publication (with respect to owned property only), on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar foreign, federal, state or provincial list of sites requiring investigation or clean-up under Environmental Laws; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) to the knowledge of the Borrower, neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar federal, provincial or state list or which that is the subject of Federalfederal, state state, provincial or local enforcement actions or other investigations which may lead that could reasonably be expected to result in material claims against the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementEnvironmental Laws; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower thator any of its Subsidiaries that could reasonably be expected to result in any liability, singly claims, or costs having, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower whichor any of its Subsidiaries that, with the passage of time, time or the giving of notice or both, would give rise could reasonably be expected to liability result in any material liability, claims, or costs under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for any such instances of noncompliance as are unlikely, singly or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the Borrower’s knowledge (after due inquiry), threatened (in writing) (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; Law except as are unlikelyfor claims, singly complaints, notices, requests for information or in the aggregate, inquiries with respect to violations of or potential liability under any Environmental Laws that could not reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Borrower thator any of its Subsidiaries that have had, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businessesmatters, except where the failure to maintain for any such non-issuance or comply with any of the foregoing is such noncompliance which could not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or, to the Borrower’s knowledge (after due inquiry), previously owned, operated or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned, operated property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, which listing could reasonably be expected to have a Material Adverse Effect; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may could reasonably be expected to lead to material claims against the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA thatwhich, singly or if adversely resolved could, in any of the aggregateforegoing cases, are reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated or leased by the Borrower or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or or, to the knowledge of the Borrower (after due inquiry), previously owned owned, operated or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would except for such liability that could not reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except Each of Holdings and each Borrower represents and warrants that, except as previously disclosed in the SEC Disclosure Documents, as Item 6.13 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Holdings, either Borrower or any of their respective Subsidiaries and their operations are in material compliance with all Environmental Laws, except for any such instances of noncompliance as are unlikely, singly that could not (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the knowledge of Holdings, any threatened (i) claims, complaints, notices or notices, requests for information received by the information, proceedings, or investigation against or involving Holdings, either Borrower or any of their respective Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Holdings, either Borrower or any of their respective Subsidiaries regarding actual or potential liability under any Environmental Law; except as are unlikely, singly that, with respect to clauses (i) and (ii) of this paragraph, could (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under or from any Property property or facility now owned, leased or operated by Holdings, or to the knowledge of Holdings, either Borrower or any of their respective Subsidiaries previously owned, leased or operated by Holdings, either Borrower or leased by the Borrower thatany of their respective Subsidiaries, singly that could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect; (d) the Borrower has Holdings and its Subsidiaries have been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating pursuant to environmental matters and Environmental Laws necessary for its businesses, the operation of their business ("Environmental Permits") and are in compliance with all Environmental Permits (except where to the extent the failure to maintain have or comply be in compliance with any of such Environmental Permit could not (individually or in the foregoing is not aggregate) reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect); (e) no property or facility now or previously owned, leased or operated by Holdings or its Subsidiaries is listed, or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites with respect to any clean up responsibility or similar liability of Holdings or one of its Subsidiaries which would be reasonably likely to result in a Material Adverse Effect; (f) there are no underground storage tankstanks or related piping, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by Holdings, either Borrower or any of their respective Subsidiaries or, to the knowledge of Holdings or either Borrower, singly at any property previously owned or leased by Holdings, or either Borrower or any of their respective Subsidiaries, that could (individually or in the aggregate, that are ) reasonably likely be expected to have a Material Adverse Effect; (fg) none of Holdings, the Borrower Borrowers nor any of their respective Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which which, to either Borrower's knowledge, is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Holdings, either Borrower or such Subsidiary for any investigatory or remedial work, damage to natural resources or personal injuryinjury or property damage, including claims under CERCLA thatCERCLA, singly which could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Holdings, either Borrower that, singly or any of their respective Subsidiaries that could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect during Effect; (i) none of Holdings, the term Borrowers nor any of this Agreementtheir respective Subsidiaries has manufactured or sold any product containing asbestos, the result of which could (individually or in the aggregate) reasonably be expected to result in a Material Adverse Effect; and (hj) no conditions exist at, on or under any Property property now or previously owned or leased by Holdings or either Borrower or any of their respective Subsidiaries, or to the knowledge of Holdings or either Borrower, at any property previously owned or leased by Holdings, either Borrower whichor any of their respective Subsidiaries, that could, with the passage of time, or the giving of notice or both, would give rise reasonably be expected (individually or in the aggregate) to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreementunder any Environmental Law.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 ("Environmental Matters") of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Borrower, any Parent Guarantor or any of their respective Subsidiaries have been, and continue to be, owned or leased by the Borrower, such Parent Guarantor or such Subsidiary in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or or, to the best of each of the Borrower's and each Parent Guarantor's knowledge after due inquiry, threatened: (i) claims, complaints, notices or requests for information received by the Borrower Borrower, any Parent Guarantor or any of their respective Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower Borrower, any Parent Guarantor or any of their respective Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower Borrower, any Parent Guarantor or any of their respective Subsidiaries that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has Borrower, each Parent Guarantor and each of their respective Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by the Borrower, any Parent Guarantor or any of their respective Subsidiaries is listed or, to the best of each of the Borrower's and each Parent Guarantor's knowledge after due inquiry, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, any Parent Guarantor or any of their respective Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Borrower Borrower, any Parent Guarantor nor any of their respective Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Borrower, such Parent Guarantor or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Borrower, any Parent Guarantor or any of their respective Subsidiaries that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Borrower, any Parent Guarantor or any of their respective Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would Law that could reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Holdings or any of its Subsidiaries have been, and continue to be, owned or leased by Holdings and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or to the extent the failure to be in the aggregate, compliance could not reasonably be expected to have result in a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower Holdings or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower Holdings or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, in each case, that singly or in the aggregateaggregate have had, or could reasonably be expected to have have, a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thatHoldings or any of its Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Holdings and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businessesmatters, except where to the extent the non-issuance or the failure to maintain or comply with any of the foregoing is be in compliance could not reasonably likely be expected to have result in a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or previously owned or leased by Holdings or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerHoldings or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) the Borrower neither Holdings nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Holdings or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Holdings or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Holdings which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental LawLaw that singly or in the aggregate have had, which would have or could reasonably be expected to have, a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing DateDocuments or on Schedule 5.11: (a) all facilities and Property property (including underlying groundwater) owned, operated or leased by the Borrower or any of its Subsidiaries are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i1) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, (ii2) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the Borrower’s knowledge, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are reasonably likely to have a Material Adverse EffectEffect during the term of this Agreement; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned, operated or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA or on any similar state list of sites requiring investigation or cleanup; (f) to the Borrower’s knowledge, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in aggregate, that are reasonably likely to could have a Material Adverse EffectEffect during the term of this Agreement; (fg) to the Borrower’s knowledge, neither Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are reasonably likely to could have a Material Adverse Effect during the term of this Agreement; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower Borrowers are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower Borrowers with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower Borrowers regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower Borrowers that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Borrowers have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the BorrowerBorrowers, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) neither of the Borrower Borrowers has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the either Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower Borrowers that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by either of the Borrower Borrowers which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are and each of its Subsidiaries are, and for the past three years have been, in material compliance with all Environmental LawsLaws except such noncompliance that, except for such instances of noncompliance as are unlikely, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the knowledge of the Borrower, threatened (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower regarding or any of its Subsidiaries with respect to potential liability under any Environmental Law; except as are unlikely, singly in each case, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on on, from or under any Property property now or or, to the knowledge of the Borrower, previously owned, operated or leased by the Borrower or any of its Subsidiaries that, singly individually or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating under Environmental Laws that are necessary to environmental matters own or operate their properties and necessary facilities, and for its businessestheir businesses as currently conducted, in each case, except where that individually or in the failure to maintain or comply with any of the foregoing is aggregate, could not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) other than properties identified as “no further remedial action planned” or as having similar status, no property now or, to the knowledge of the Borrower, previously owned, operated or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar published, final state list of sites requiring investigation or clean-up, in each case, that could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or, to the knowledge of the Borrower, previously owned, operated, used or leased by the Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (g) to the knowledge of the Borrower, neither the Borrower nor any Subsidiary has disposed of, whether directly or indirectly, any Hazardous Material in a manner which could reasonably be expected to lead to claims against the Borrower or such Subsidiary for any investigation or cleanup work, damage to natural resources or personal injury, or any other liability under Environmental Laws, including claims under CERCLA, that could reasonably be expected to have a Material Adverse Effect; (h) there are no polychlorinated biphenyls, hexavalent chromium or asbestos present at any property now or, to the knowledge of the Borrower, previously owned, operated or leased by the Borrower or any Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (i) no conditions exist at, on or under any property now or, to the knowledge of the Borrower, previously owned, operated or leased by the Borrower, singly any of its Subsidiaries or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA predecessor thereof that, singly with or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with without the passage of time, or the giving of notice or both, would could reasonably be expected to give rise to liability under any Environmental LawLaw of the Borrower or any of its Subsidiaries, which would in each case, that could reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in To the SEC Disclosure Documents, as best of the Closing DateBorrowers' knowledge: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Borrowers have been, and continue to be, owned or leased by the Borrowers in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower Borrowers with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower Borrowers regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thatBorrowers, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has Borrowers have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by the Borrowers is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrowers that, singly or in the aggregate, that are have, or may reasonably likely be expected to have have, a Material Adverse Effect; (fg) the Borrower has The Borrowers have not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against either of the Borrower Borrowers for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Borrowers that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Borrowers which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 (“Environmental Matters”) of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelynon-compliance which, singly or in the aggregate, to will not have a Material Adverse Effect; (b) there have been no pastpast unresolved, and there are no pending or threatened:threatened (in writing) (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, written notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, which violation or potential liability singly or in the aggregate, to aggregate will have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or to the Borrower’s knowledge previously owned, operated owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are reasonably likely to have, or will have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where for such permits, approvals, licenses and other authorizations which, if not obtained by the failure Borrower, or as to maintain or comply with any of which the foregoing Borrower is not reasonably likely to in compliance (in each case singly or in the aggregate), will not have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or, to the Borrower’s knowledge, previously owned or leased by the Borrower or any of its Subsidiaries is listed or with the knowledge of the Borrower, proposed for listing (with respect to owned property only) on (i) the CERCLIS or on any similar state list of sites requiring investigation or clean-up or (ii) the National Priorities List pursuant to CERCLA; other than properties as to which any such listing will not result in a Material Adverse Effect; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or or, to the Borrower’s knowledge, previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are reasonably likely to have have, or will have, a Material Adverse Effect; (fg) to the Borrower’s knowledge, neither Borrower nor any Subsidiary of the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or or, with the knowledge of the Borrower, proposed for listing listing, on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may will lead to material claims against the Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA thatCERCLA, singly or in the aggregate, are reasonably likely to which will have a Material Adverse Effect during the term of this Agreement;Effect; and (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated property owned or leased by the Borrower or any Subsidiary of the Borrower that, singly or in the aggregate, are reasonably likely to have have, or will have, a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) Except as set forth on Schedule 3.15(a), all facilities and Real Property (including underlying groundwater) owned, leased or operated or leased by the Borrower or any of its Subsidiaries, and all operations conducted thereat, are and have been in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelywhich, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;. (b) there have been no pastExcept as set forth on Schedule 3.15(b), and there are no pending or or, to any Loan Party's knowledge, threatened: (i) Environmental Claims received by the Borrower or any of its Subsidiaries, or (ii) written claims, complaints, notices or requests for information inquiries received by the Borrower with respect to or any alleged violation of any its Subsidiaries regarding Environmental Law or, (ii) complaintsLiability, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikelyin each case which, singly individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;. (c) Except as set forth on Schedule 3.15(c), there have been no Releases or threatened Releases of Hazardous Materials Material at, on on, under or under from any Real Property now or or, to any Loan Party's knowledge, any real property previously owned, leased, operated or leased used by the Borrower thator any of its Subsidiaries which, singly individually or in the aggregate, are have had or could reasonably likely be expected to have a Material Adverse Effect;. (d) the The Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and Environmental Permits necessary for its businessestheir operations, facilities and businesses and each is in full force and effect, except where for such Environmental Permits which, if not so obtained or as to which the failure to maintain Borrower and its Subsidiaries are not in compliance, or comply with any of are not in effect, individually or in the foregoing is aggregate, could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (e) there No Real Property now or, to any Loan Party's knowledge, real property previously owned, leased or operated by the Borrower or any of its Subsidiaries is listed or formally proposed (with respect to owned Real Property only) for listing on the National Properties List promulgated pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring Remedial Action. (f) There are no underground storage tankstanks or related piping, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any Real Property now or or, to any Loan Party's knowledge, real property previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries which, singly individually or in the aggregate, that are could reasonably likely be expected to have a Material Adverse Effect;. (fg) Neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA, CERCLA or listed on the CERCLIS or on any similar state list of sites requiring Remedial Action, or to any location which is the subject of Federalfederal, state or local enforcement actions action or other investigations investigation, which may lead to material claims against the Borrower for any remedial worklisting or proposed listing, damage to natural resources action or personal injuryinvestigation, including claims under CERCLA that, singly individually or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (gh) there No Liens have been recorded pursuant to any Environmental Law with respect to any Real Property located in the United States or, to the knowledge of any Loan Party, any other Real Property or other assets, currently owned or leased by the Borrower or any of its Subsidiaries. (i) Neither the Borrower nor any of its Subsidiaries is currently conducting or financing any Remedial Action pursuant to any Environmental Law, nor has any of the Loan Parties or any of their respective Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental Law, the cost of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There are no polychlorinated biphenyls or friable asbestos present at any Real Property now or previously owned, leased or operated or leased by the Borrower thator any of its Subsidiaries, singly which, individually or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule, and except as could not be reasonably expected to have a Material Adverse Effect: (a) all facilities the operations of Holdings, the Borrowers and Property (including underlying groundwater) owned, operated or leased by the Borrower their respective Subsidiaries are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are is no pending or threatened: (i) claimsthreatened litigation, complaintsaction or proceeding against Holdings, notices either Borrower or requests for information received by the Borrower with respect to any of their respective Subsidiaries arising out of an alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Holdings, either Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effectany of their respective Subsidiaries; (d) the Holdings, each Borrower has and each of their respective Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary required under Environmental Laws for its businesses, except where the failure to maintain or comply with any conduct of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementtheir operations; (e) no property now owned or leased by Holdings, either Borrower or any of their respective Subsidiaries is listed or, to the knowledge of any Responsible Officer of Holdings or either Borrower, proposed for listing (with respect to owned property only), on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites, requiring investigation or clean-up; (f) to the knowledge of any Responsible Officer of Holdings or either Borrower, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerHoldings, either Borrower or any of their respective Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) the none of Holdings, either Borrower nor any of their respective Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Holdings, either Borrower or any of their respective Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA CERCLA; and (h) there are no polychlorinated biphenyls, and there is no friable asbestos present at any property now or previously owned or leased by Holdings, either Borrower or any of their respective Subsidiaries that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documentshas not or would not, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly individually or in the aggregate, to have result in a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claimsThe Facility and the Facility Site are, complaintsand to the Actual Knowledge of ▇▇▇▇▇ City have been, notices or requests for information received by the Borrower owned, leased and operated in compliance with respect to any alleged violation of any all applicable Environmental Law or,Laws, and ▇▇▇▇▇ City is and has been in compliance with all applicable Environmental Laws. (ii) complaintsThere are no pending or, notices or inquiries to the Borrower regarding potential liability Actual Knowledge of ▇▇▇▇▇ City, threatened Environmental Claims involving or against ▇▇▇▇▇ City, the Facility or the Facility Site. (iii) ▇▇▇▇▇ City has obtained and is in compliance with all Governmental Approvals required under any applicable Environmental Law; except Law for its business, and with respect to the Governmental Approvals not obtained by the date of execution and delivery hereof, including those that may be required as are unlikelya result of the transactions contemplated by this Agreement, singly ▇▇▇▇▇ City does not have any reason to believe that such approvals will not be timely obtained. (iv) Neither the Facility nor the Facility Site is listed on (A) the National Priorities List (B) the CERCLIS or in (C) the aggregatepriority list of sites under the Pennsylvania Hazardous Site Clean Up Act or, to have a Material Adverse Effect;the Actual Knowledge of ▇▇▇▇▇ City, on any similar state list of sites requiring investigation or clean-up. (cv) To the Actual Knowledge of ▇▇▇▇▇ City, there have is not and has not been no Releases of Hazardous Materials any Environmental Condition (A) at, on or under the Facility or the Facility Site or any Property now Component thereof or previously owned, operated (B) resulting from or leased by arising in connection with the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any operation of the foregoing is not reasonably likely to Facility that could have a Material Adverse Effect during or involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a lien on, the term Undivided Interest, the Facility or the Facility Site or the impairment of this Agreement; the use, operation or maintenance of the Facility or the Facility Site in any material respect, or (e2) there are no underground storage tanksrisk of criminal liability being incurred by the Owner Participant, active the Owner Lessor, the Owner Manager, the Security Agent, the Lease Indenture Trustee or abandonedthe Lender or any of their respective Affiliates, or (3) material risk of the occurrence of any material adverse effect being incurred by the Owner Participant, the Owner Lessor, the Owner Manager, the Security Agent, the Lease Indenture Trustee or the Lender, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by subjecting the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, Owner Participant or the giving Owner Lessor to public-utility regulation under Requirements of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) Except as set forth on Schedule 5.19(a)(i), (i) Each Borrower is in compliance in all facilities material respects with all applicable Environmental Laws, (ii) each Borrower has all Environmental Approvals required to operate its business as presently conducted or as reasonably anticipated to be conducted and Property is in compliance in all material respects with the terms and conditions thereof, (including underlying groundwateriii) owned, operated no Borrower nor any of its Environmental Affiliates has received any written communication (other than any such communication that the Administrative Agent has agreed in writing is not materially adverse) from a Governmental Authority that alleges that any Borrower or leased by the Borrower are any Environmental Affiliate is not in compliance in all material compliance respects with all Environmental LawsLaws and Environmental Approvals, except for such instances of noncompliance as and (iv) there are unlikely, singly no circumstances that may prevent or interfere in the aggregate, to have a Material Adverse Effect;future with any Borrower’s compliance in all material respects with all applicable Environmental Laws and Environmental Approvals. (b) there have been There is no pastEnvironmental Claim pending, and there are no pending or threatened: (i) claimsto the knowledge of each Borrower, complaints, notices threatened against any Borrower. No Environmental Affiliate has taken any action or requests for information received by the Borrower with respect to any alleged violation of violated any Environmental Law or, (ii) complaints, notices or inquiries that to the knowledge of a Borrower regarding potential liability under any could reasonably be expected to result in an Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;Claim. (c) there have been There are no Releases present or past actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of Hazardous Materials atany Material of Environmental Concern, on that could reasonably be expected to form the basis of any Environmental Claim against any Borrower or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect;Environmental Affiliate. (d) Without in any way limiting the generality of the foregoing, (i) there are no on-site or off-site locations in which any Borrower or, to the knowledge of each Borrower, any Environmental Affiliate has been issued stored, disposed or arranged for the disposal of Materials of Environmental Concern that could reasonably be expected to form the basis of an Environmental Claim, (ii) none of the Borrowers knows of any underground storage tanks located or to be located on property owned or leased by any Borrower except as identified on Schedule 5.19(d)(ii) (as the same may be updated in writing by the Borrowers’ Agent with the written approval of the Administrative Agent), (iii) there is no asbestos or lead paint contained in or forming part of any building, building component, structure or office space owned or leased by any Borrower except in such form, condition and is quantity as could not reasonably be expected to result in material compliance with all permitsan Environmental Claim, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses(iv) no polychlorinated biphenyls (PCBs) are or will be used or stored at any property owned or leased by any Borrower, except where the failure to maintain or comply with any of the foregoing is in such form, condition and quantity as could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;result in an Environmental Claim. (e) there are no underground storage tanksNone of the Borrowers has received any letter or request for information under Section 104 of the CERCLA, active or abandonedcomparable state laws, and to the knowledge of the Borrowers, none of the operations of the Borrowers is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Material of Environmental Concern at any Plant or Site or at any other location, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely location to have a Material Adverse Effect; (f) the which any Borrower has not directly transported transported, or directly arranged for the transportation of, any Material of any Hazardous Material Environmental Concern with respect to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementProject.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or to the Borrower’s best knowledge threatened: (i) actions, investigations, claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law which could result in a liability to the Borrower or its Subsidiaries in excess of $250,000 individually or $500,000 in the aggregate, or, (ii) actions, investigations, complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly Law which could result in a liability to the Borrower or its Subsidiaries in excess of $250,000 individually or $500,000 in the aggregate, to have a Material Adverse Effect; (c) to the Borrower’s best knowledge, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thator any of its Subsidiaries that have, singly or could reasonably be expected to result in a liability to the Borrower or its Subsidiaries in excess of $250,000 individually or $500,000 in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) to the Borrower’s best knowledge, no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the Borrower’s best knowledge, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have result in a Material Adverse Effectliability to the Borrower or its Subsidiaries in excess of $250,000 individually or $500,000 in the aggregate; (fg) neither the Borrower nor any Subsidiary of the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary for any response costs, remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) to the Borrower’s best knowledge, there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower or any Subsidiary of the Borrower that, singly or in the aggregate, are have, or could reasonably likely be expected to have result in a Material Adverse Effect during liability to the term Borrower or its Subsidiaries in excess of this Agreement$250,000 individually or $500,000 in the aggregate; and (hi) to the Borrower’s best knowledge, no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in Item 6.12 ("Environmental Matters") of the Disclosure Schedule or as, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Datecould not reasonably be expected to have a Material Adverse Effect: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) written claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) written complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the best knowledge of the Borrower, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower or any of its Subsidiaries, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the best knowledge of the Borrower, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (fg) the Borrower has and its Subsidiaries have not directly transported or directly arranged for the transportation of any Hazardous Material to any location (i) which is listed or to the knowledge of the Borrower or any of its Subsidiaries, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list list, or (ii) which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreementinvestigations; (gh) to the best knowledge of the Borrower, there are no polychlorinated biphenyls or friable asbestos present in a manner or condition at any Property property now or previously owned, operated owned or leased by the Borrower that, singly or in any Subsidiary of the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementBorrower; and (hi) to the best knowledge of the Borrower, no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated or leased by the Borrower are Company or any of its Subsidiaries during the period from and after the date five years prior to the Closing Date have been, and continue to be, owned, operated or leased by the Company and its Subsidiaries in material compliance with all Environmental LawsLaws such that the failure to own, except for operate or lease such instances facility or property does not result in a single liability in excess of noncompliance as are unlikely, singly $1,000,000 or $5,000,000 in the aggregate, to have a Material Adverse Effectaggregate for all such liabilities; (b) there have been no past, and there are no material pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower Company or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower Company or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Borrower thatCompany or any of its Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Company and its Subsidiaries have been issued and is are in material compliance with all material permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property now or, to the knowledge of the Company, previously owned, operated or leased by the Company or any of its Subsidiaries is listed or, to the knowledge of the Company, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerCompany or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Borrower Company nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or or, to the knowledge of the Company, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Company or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated or leased by the Borrower Company or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned owned, operated or leased by the Borrower Company or any Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documentscould not, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) ownedindividually, operated or leased by the Borrower are in material compliance with all Environmental Lawswould not, except for such instances of noncompliance as are unlikely, singly or in the aggregate, be reasonably expected to have a Material Adverse Effect;: (i) All facilities and property owned, leased or operated by each of the Borrower and its Subsidiaries have been, and continue to be, owned, leased or operated by the Borrower or such Subsidiary in compliance with all applicable Environmental Laws and (ii) each of the Borrower and its Subsidiaries is, and within the period of all applicable statutes of limitation has been, in compliance with all applicable Environmental Laws. (b) there have been no pastExcept as otherwise disclosed in public filings of the Borrower with the Securities and Exchange Commission prior to the Closing Date, and there are no pending or threatened: or, to the knowledge of the Borrower, threatened (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation by the Borrower or any of its Subsidiaries of any applicable Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any applicable Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;. (c) there have been no Releases Each of Hazardous Materials atthe Borrower and its Subsidiaries has obtained and is in compliance with all Governmental Approvals required, on or other than those that will be obtained in due course promptly after the Closing Date, under any Property Environmental Law necessary for the Borrower's or its Subsidiaries' business. (d) No property now or previously owned, leased or operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of its Subsidiaries is listed or, to the foregoing is not reasonably likely to have a Material Adverse Effect during the term knowledge of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLAany Environmental Law, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions list of sites requiring investigation or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement;clean-up. (ge) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously ownedTo the knowledge of the Borrower, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on on, under or under about any Property property now or previously owned or leased by the Borrower or its Subsidiaries or at any other location (including any location to which Hazardous Materials have been sent for re-use or for recycling or for treatment, storage or disposal) which, with the passage of time, or the giving of notice or both, would give rise to liability under any applicable Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously set forth in Item 7.12 ("Environmental Matters") of the Disclosure Schedule (none of which items disclosed therein, singly or in the SEC Disclosure Documentsaggregate, as have, or may reasonably be expected to have, a material adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Closing Date:Parent and its Subsidiaries, taken as a whole), (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by any Borrower or any of its Subsidiaries have been, and continue to be, owned or leased by such Borrower and such Subsidiary, as the Borrower are case may be, in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or Laws and in the aggregate, to have a Material Adverse Effectaccordance with industry practices; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the any Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, which, if true would, singly or in the aggregate, result in a liability of more than $2,500,000 to the Parent and/or any of its Subsidiaries, or, (ii) complaints, notices or inquiries to the any Borrower or any of its respective Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, which, if true would, singly or in the aggregate, result in a liability of more than $2,500,000 to have a Material Adverse Effectthe Parent and/or any of its Subsidiaries; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the any Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole; (d) the each Borrower has and each of its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by any Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrowerany Borrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or may reasonably likely be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole; (fg) the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the such Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA CERCLA; (h) no Borrower nor any of its Subsidiaries has entered into any agreements or engaged in any activities that, singly or in the aggregate, are would give rise to liability under any Environmental Law with regard to acts, omissions or conditions of property of any third party, including any franchisee of any Borrower or any of its Subsidiaries or that, singly or in the aggregate, have, or may reasonably likely be expected to have have, a Material Adverse Effect during material adverse effect on the term business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of this Agreementthe Parent and its Subsidiaries, taken as a whole; (gi) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the any Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect during material adverse effect on the term business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of this Agreementthe Parent and its Subsidiaries, taken as a whole; and (hj) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Parent or any of its Subsidiaries, which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental LawLaw that, which would have singly or in the aggregate, has, or may reasonably be expected to have, a Material Adverse Effect during material adverse effect on the term business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of this Agreementthe Parent and its Subsidiaries, taken as a whole.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property No facility or property (including underlying groundwater) owned, operated owned or leased by the Borrower are in material or any Significant Subsidiary is out of compliance with all any Environmental LawsLaw to the extent that such noncompliance, except for such instances of noncompliance as are unlikely, either singly or in the aggregate, has or could reasonably be expected to have a Material Materially Adverse Effect; (b) there have been no past, and there There are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower or any Significant Subsidiary with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower or any Significant Subsidiary regarding potential liability under any Environmental Law; except as are unlikely, singly in each case, which singly, or in the aggregate, have or could reasonably be expected to have a Material Materially Adverse Effect; (c) there There have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower or any Significant Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Materially Adverse Effect; (d) The Borrower and the Borrower has Significant Subsidiaries have been issued and is are in material compliance with all material permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there No property now or previously owned or leased by the Borrower or any Significant Subsidiary is listed or proposed for listing (with respect to owned property only) (i) on the CERCLIS or on any similar state list of sites requiring investigation or clean-up to the extent that such listing relates to liabilities, individually or in the aggregate, that could reasonably be expected to have a Materially Adverse Effect, or (ii) on the National Priorities List pursuant to CERCLA; (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrower or any Significant Subsidiary that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Materially Adverse Effect; (fg) Neither the Borrower nor any Significant Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Significant Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, either singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Materially Adverse Effect during the term of this AgreementEffect; (gh) there There are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any Significant Subsidiary that, singly or in the aggregate, have, or could reasonably be expected to have, a Materially Adverse Effect; (i) No conditions exist at, on or under any property now or previously owned or leased by the Borrower or any Significant Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental LawLaw that, which would have either singly or in the aggregate, have, or could reasonably be expected to have, a Material Materially Adverse Effect during Effect; and (j) Neither the Borrower nor any Subsidiary owns or leases any "industrial establishment" (as such term of this Agreement.is defined in the New Jersey Environmental Cleanup Responsibility Act, N.J.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities the Company and Property (including underlying groundwater) ownedits Subsidiaries, operated or leased by during the Borrower are period from and after the date five years prior to the Closing Date have been, and continue to be, in material compliance with all Environmental LawsLaws except where noncompliance does not have, except for such instances of noncompliance as are unlikely, singly individually or in the aggregate, or could not reasonably be expected to have have, a Material Adverse Effect; (b) there have been no past, and there are no material pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower Company or any of its Subsidiaries with respect to any actual or alleged violation of any Environmental Law or, or Release of, or exposure to, any Hazardous Materials, or (ii) claims, complaints, notices notices, requests for information or inquiries to the Borrower Company or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly that, individually or in the aggregate, have, or could reasonably be expected to have have, a Material Adverse Effect;. (c) there have been no Releases of Hazardous Materials at, on or under any Property now property currently or previously owned, operated or leased by the Borrower Company or any of its Subsidiaries that, singly individually or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has Company and its Subsidiaries have been issued and is are in material compliance with all material permits, certificates, approvals, licenses and other authorizations issued pursuant to Environmental Law or otherwise relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property currently or, to the knowledge of the Company, previously owned, operated or leased by the Company or any of its Subsidiaries is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now property currently or previously owned, operated or leased by the BorrowerCompany or any of its Subsidiaries that, singly individually or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Borrower Company nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or or, to the knowledge of the Company, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Company or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property now property currently or previously owned, operated or leased by the Borrower Company or any Subsidiary that, singly individually or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property now or previously owned property currently owned, operated or leased by the Borrower Company or any Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental LawLaw and that, which would have individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in ITEM 6.12 ("Environmental Matters") of the Disclosure Schedule or as, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Datecould not reasonably be expected to have a Material Adverse Effect: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are WWI or any of its Subsidiaries have been, and continue to be, owned or leased by WWI and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) written claims, complaints, notices or requests for information received by the Borrower WWI or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) written complaints, notices or inquiries to the Borrower WWI or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the best knowledge of WWI, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower that, singly WWI or in the aggregate, are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (d) the Borrower has WWI and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by WWI or any of its Subsidiaries is listed or, to the knowledge of WWI or any of its Subsidiaries, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the best knowledge of WWI, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly WWI or in aggregate, that are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (fg) the Borrower has WWI and its Subsidiaries have not directly transported or directly arranged for the transportation of any Hazardous Material to any location (i) which is listed or to the knowledge of WWI or any of its Subsidiaries, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list list, or (ii) which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreementinvestigations; (gh) to the best knowledge of WWI, there are no polychlorinated biphenyls or friable asbestos present in a manner or condition at any Property property now or previously owned, operated owned or leased by the Borrower that, singly WWI or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term any of this Agreementits Subsidiaries; and (hi) to the best knowledge of WWI, no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower WWI or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in Item 6.11 (“Environmental Matters”) of the Disclosure Schedule or as, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Datecould not reasonably be expected to have a Material Adverse Effect: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) written claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) written complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the best knowledge of the Borrower, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower or any of its Subsidiaries, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the best knowledge of the Borrower, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (fg) the Borrower has and its Subsidiaries have not directly transported or directly arranged for the transportation of any Hazardous Material to any location (i) which is listed or to the knowledge of the Borrower or any of its Subsidiaries, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list list, or (ii) which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreementinvestigations; (gh) to the best knowledge of the Borrower, there are no polychlorinated biphenyls or friable asbestos present in a manner or condition at any Property property now or previously owned, operated owned or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term any of this Agreementits Subsidiaries; and (hi) to the best knowledge of the Borrower, no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property (including underlying groundwater) owned, operated property owned or leased by the Borrower are or any of its Subsidiaries or Partnerships have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelywhere the failure so to comply would not have, singly or in the aggregatebe reasonably expected to have, to have a Material Adverse Effect;. (b) there have been no past, and there There are no pending or or, to the knowledge of the Borrower, threatened: (i) claims, complaints, notices or requests for information received by the Borrower or BV from governmental authorities with respect to any alleged violation by the Borrower or BV of any Environmental Law that, singly or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect; or, (ii) complaints, notices or inquiries to the Borrower from governmental authorities regarding potential liability under any Environmental Law; except as are unlikelyLaw that, singly or in the aggregate, have, or would reasonably be expected to have have, a Material Adverse Effect;. (c) there There have been no Releases (as defined under any Environmental Law) of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower or BV that, singly or in the aggregate, are have, or would reasonably likely be expected to have have, a Material Adverse Effect;. (d) Each of the Borrower and BV has been issued obtained and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businessesthe Borrower's or BV's business, except where the failure to obtain, maintain or comply with any of the foregoing is such permits, certificates, approvals, licenses or other authorizations would not have, or be reasonably likely expected to have have, a Material Adverse Effect during the term of this Agreement;Effect. (e) there are To the reasonable knowledge of the Borrower, no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which BV is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLAany Environmental Law, on the CERCLIS or on any similar state list of sites requiring investigation or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement;clean-up. (gf) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no No conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or BV which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental LawLaw which liability would have, which or would have reasonably be expected to have, a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 ("Environmental Matters") of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are have been, and continue to be, owned or leased by the Borrower in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or or, to the Borrower's knowledge, threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or or, to the Borrower's knowledge, previously owned, operated owned or leased by the Borrower that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementbusiness; (e) no property now or, to the Borrower's knowledge, previously owned or leased by the Borrower is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or or, to the Borrower's knowledge, previously owned, operated owned or leased by the BorrowerBorrower that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or or, to the knowledge of the Borrower, previously owned, operated owned or leased by the Borrower that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or or, to the knowledge of the Borrower, previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, which would except where such conditions could not reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) (i) Except as set forth on Schedule 5.18(a)(i), each Borrower is in compliance in all facilities material respects with all applicable Environmental Laws, (ii) each Borrower has all Environmental Approvals required to operate its business as presently conducted or as reasonably anticipated to be conducted and Property is in compliance in all material respects with the terms and conditions thereof, (including underlying groundwateriii) owned, operated no Borrower nor any of its Environmental Affiliates has received any written communication from a Governmental Authority that alleges that any Borrower or leased by the Borrower are any Environmental Affiliate is not in compliance in all material compliance respects with all Environmental LawsLaws and Environmental Approvals, except for such instances of noncompliance as and (iv) there are unlikely, singly no circumstances that may prevent or interfere in the aggregate, to have a Material Adverse Effect;future with any Borrower’s compliance in all material respects with all applicable Environmental Laws and Environmental Approvals. (b) there have been There is no pastEnvironmental Claim pending, and there are no pending or threatened: (i) claimsto the knowledge of each Borrower, complaints, notices threatened against any Borrower. No Environmental Affiliate has taken any action or requests for information received by the Borrower with respect to any alleged violation of violated any Environmental Law or, (ii) complaints, notices or inquiries that to the knowledge of a Borrower regarding potential liability under any could reasonably be expected to result in an Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;Claim. (c) there have been There are no Releases present or past actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of Hazardous Materials atany Material of Environmental Concern, on that could reasonably be expected to form the basis of any Environmental Claim against any Borrower or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect;Environmental Affiliate. (d) Without in any way limiting the generality of the foregoing, (i) there are no on-site or off-site locations in which any Borrower or, to the knowledge of a Borrower, any Environmental Affiliate has stored, disposed or arranged for the disposal of Materials of Environmental Concern that could reasonably be expected to form the basis of an Environmental Claim, (ii) no Borrower knows of any underground storage tanks located or to be located on property owned or leased by any Borrower except as identified on Schedule 5.18(d)(ii) (as the same may be updated in writing by the Borrower has been issued Agent with the written approval of the Administrative Agent), (iii) there is no asbestos or lead paint contained in or forming part of any building, building component, structure or office space owned or leased by any Borrower except in such form, condition and is quantity as could not reasonably be expected to result in material compliance with all permitsan Environmental Claim, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses(iv) no polychlorinated biphenyls (PCBs) are or will be used or stored at any property owned or leased by any Borrower, except where the failure to maintain or comply with any of the foregoing is in such form, condition and quantity as could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;result in an Environmental Claim. (e) there are no underground storage tanksNo Borrower has received any letter or request for information under Section 104 of the CERCLA, active or abandonedcomparable state laws, and to the knowledge of each Borrower, none of the operations of each Borrower is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Material of Environmental Concern at any Plant or Site or at any other location, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely location to have a Material Adverse Effect; (f) the which any Borrower has not directly transported transported, or directly arranged for the transportation of, any Material of any Hazardous Material Environmental Concern with respect to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementProject.

Environmental Warranties. Except as previously disclosed set forth in Item 6.12 of the Disclosure Schedule and except to the extent that the failure to comply with any of the requirements listed below could not reasonably be expected, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Dateto result in a Material Adverse Change, to each Borrower’s knowledge and belief, after due investigation: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the any Borrower are or any of their Subsidiaries have been, and continue to be, owned or leased by such Borrower and such Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the best of Borrowers’ knowledge, threatened (i) claims, complaints, notices or requests for information received by the any Borrower or any of their Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the any Borrower or any of their Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the any Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effectany of their Subsidiaries; (d) the each Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property now or previously owned or leased by any Borrower or any of their Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) except as set forth in Item 6.12 of the Disclosure Schedule, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly any Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effectany of their Subsidiaries; (fg) except as set forth in Item 6.12 of the Disclosure Schedule, neither any Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the any Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) except as set forth in Item 6.12 of the Disclosure Schedule, there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the any such Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreementany Subsidiary; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the any Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;; 24 (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, where failure to comply could not reasonably be expected to have a Material Adverse Effect; (bi) there have been no past, and there are no pending or threatened: (i) threatened claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregateeach case, which could reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thator any of its Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) to the best of the Borrower’s knowledge, no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower which, which with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, Law or which would have condition could reasonably be expected to result in a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as ITEM 7.12 ("Environmental Matters") of the Closing DateDisclosure Schedule, to the best of each Borrower's knowledge: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the such Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by such Borrower and its Subsidiaries in material compliance with all Environmental LawsLaws unless the failure to so comply would not, except for such instances of noncompliance as are unlikelyor could not reasonably be expected to, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the such Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the such Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except Law which, in any such case, could, if determined adversely to such Borrower or its Subsidiary, as are unlikelythe case may be, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the such Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (d) the such Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businessesrequired by any Environmental Law, except where for any such permits, certificates, approvals, licenses or other authorizations the possible consequences of the failure to maintain obtain or comply with any of the foregoing is which could not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or previously owned or leased by such Borrower or any of its Subsidiaries is listed or (with respect to owned property only) proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrowersuch Borrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) the neither Borrower nor any Subsidiary of either Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material Material, other than asbestos, to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the either Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely other than with respect to have a Material Adverse Effect during the term of this Agreement;Asbestos Litigation; and (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the either Borrower or any Subsidiary of either Borrower that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all applicable Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;. (b) there There have been no pastpast (which have not been remedied or resolved), and there are no pending or or, to the best knowledge of the Borrower, threatened: (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged material violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential material liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;. (c) there There have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or would reasonably likely be expected to have have, a Material Adverse Effect;. (d) the The Borrower has and its Subsidiaries have been issued and is are in material compliance with all material permits, certificates, approvals, licenses and other material authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement;. (e) there No property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effect;any of its Subsidiaries. (fg) Neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may reasonably would be expected to lead to material claims against the Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement;CERCLA. (gh) To the best of the Borrower's knowledge after due inquiry, there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any of its Subsidiaries. (i) No conditions exist at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, reasonably would be expected to give rise to any material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing DateDocuments or on Schedule 5.11: (a) all facilities and Property property (including underlying groundwater) owned, operated or leased by the Borrower or any of its Subsidiaries are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the Borrower’s knowledge, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are reasonably likely to have a Material Adverse EffectEffect during the term of this Agreement; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned, operated or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA or on any similar state list of sites requiring investigation or cleanup; (f) to the Borrower’s knowledge, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in aggregate, that are reasonably likely to could have a Material Adverse EffectEffect during the term of this Agreement; (fg) to the Borrower’s knowledge, neither Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are reasonably likely to could have a Material Adverse Effect during the term of this Agreement; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Parent Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Parent Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for any such instances of noncompliance as are unlikely, singly or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the Parent Borrower’s knowledge (after due inquiry), threatened (in writing) (i) claims, complaints, notices or requests for information received by the Parent Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Parent Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; Law except as are unlikelyfor claims, singly complaints, notices, requests for information or in the aggregate, inquiries with respect to violations of or potential liability under any Environmental Laws that could not reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Parent Borrower thator any of its Subsidiaries that have had, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Parent Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businessesmatters, except where the failure to maintain for any such non-issuance or comply with any of the foregoing is such noncompliance which could not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or, to the Parent Borrower’s knowledge (after due inquiry), previously owned, operated or leased by the Parent Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned, operated property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, which listing could reasonably be expected to have a Material Adverse Effect; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerParent Borrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Parent Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may could reasonably be expected to lead to material claims against the Parent Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA thatwhich, singly or if adversely resolved could, in any of the aggregateforegoing cases, are reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated or leased by the Parent Borrower or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or or, to the knowledge of the Parent Borrower (after due inquiry), previously owned owned, operated or leased by the Parent Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would except for such liability that could not reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in Item 6.12 ("Environmental Matters") of the Disclosure Schedule or as, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Datecould not reasonably be expected to have a Material Adverse Effect: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are WWI or any of its Subsidiaries have been, and continue to be, owned or leased by WWI and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) written claims, complaints, notices or requests for information received by the Borrower WWI or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) written complaints, notices or inquiries to the Borrower WWI or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the best knowledge of WWI, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower that, singly WWI or in the aggregate, are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (d) the Borrower has WWI and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by WWI or any of its Subsidiaries is listed or, to the knowledge of WWI or any of its Subsidiaries, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the best knowledge of WWI, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly WWI or in aggregate, that are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (fg) the Borrower has WWI and its Subsidiaries have not directly transported or directly arranged for the transportation of any Hazardous Material to any location (i) which is listed or to the knowledge of WWI or any of its Subsidiaries, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list list, or (ii) which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreementinvestigations; (gh) to the best knowledge of WWI, there are no polychlorinated biphenyls or friable asbestos present in a manner or condition at any Property property now or previously owned, operated owned or leased by the Borrower that, singly WWI or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term any of this Agreementits Subsidiaries; and (hi) to the best knowledge of WWI, no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower WWI or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) actions, investigations, claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law which could result in a liability to the Borrower or its Restricted Subsidiaries in excess of $5,000,000 individually or $10,000,000 in the aggregate, or, (ii) actions, investigations, complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly Law which could result in a liability to the Borrower or its Restricted Subsidiaries in excess of $5,000,000 individually or $10,000,000 in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thator any of its Subsidiaries that have, singly or could reasonably be expected to result in a liability to the Borrower or its Restricted Subsidiaries in excess of $5,000,000 individually or $10,000,000 in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean‑up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have result in a Material Adverse Effectliability to the Borrower or its Restricted Subsidiaries in excess of $5,000,000 individually or $10,000,000 in the aggregate; (fg) neither the Borrower nor any Subsidiary of the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary for any response costs, remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower or any Subsidiary of the Borrower that, singly or in the aggregate, are have, or could reasonably likely be expected to have result in a Material Adverse Effect during liability to the term Borrower or its Restricted Subsidiaries in excess of this Agreement$5,000,000 individually or $10,000,000 in the aggregate; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the U.S. Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the U.S. Borrower and its Subsidiaries in material compliance with all Environmental LawsLaws other than those which, except for such instances of noncompliance as are unlikely, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the U.S. Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the U.S. Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikelyLaw other than those which, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the U.S. Borrower thator any of its Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the U.S. Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is do so could not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or previously owned or leased by the U.S. Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up which may lead to any material claims against the U.S. Borrower or any of its Subsidiaries; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerU.S. Borrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the U.S. Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the U.S. Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the U.S. Borrower or any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the U.S. Borrower which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, which would Law other than those that could not reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in Schedule 5.12 and to the SEC Disclosure Documents, as Knowledge of the Closing DateDynamic: (a) all facilities and Property (including underlying groundwater) property owned, operated or leased by Dynamic or any of its subsidiaries are owned, operated or leased by Dynamic and its subsidiaries have been during the Borrower are last three years, and continue to be, in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) during the last three years, there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or governmental requests for information received by the Borrower Dynamic or any of its subsidiaries with respect to any alleged material violation of any Environmental Law or, Law, or (ii) written complaints, notices or inquiries to the Borrower Dynamic or any of its subsidiaries regarding material potential liability of Dynamic or any of its subsidiaries under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) during the last three years, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated operated, or leased by the Borrower thatDynamic or any of its subsidiaries that have, singly or in the aggregatewould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Dynamic and its subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses licenses, registrations and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property currently, or previously, owned, operated or leased by Dynamic or any of its subsidiaries is listed, or proposed for listing in the Federal Register or similar governmental publication (with respect to owned property only), on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar foreign, federal, state or provincial list of sites requiring investigation or clean-up under Environmental Laws; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerDynamic or any of its subsidiaries that, singly or in the aggregate, that are have, or would reasonably likely be expected to have have, a Material Adverse Effect; (fg) during the Borrower last three years, neither Dynamic nor any of its subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar federal, provincial or state list or which that is the subject of Federalfederal, state state, provincial or local enforcement actions or other investigations which may lead that would reasonably be expected to result in material claims against the Borrower Dynamic or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementEnvironmental Laws; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower thatDynamic or any of its subsidiaries that would reasonably be expected to result in any liability, singly claims, or costs having, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower whichDynamic or any of its subsidiaries that, with the passage of time, time or the giving of notice or both, would give rise reasonably be expected to liability result in any material liability, claims, or costs under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in As of the SEC Disclosure Documents, date hereof (to the Knowledge of the Borrower) and as of the Closing Bring Down Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claimsThe Borrower and its Environmental Affiliates are in compliance in all material respects with all applicable Environmental Laws, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaintsthe Borrower and its Environmental Affiliates have all Environmental Approvals required to operate their businesses as presently conducted and are in compliance in all material respects with the terms and conditions thereof and (iii) none of the Borrower nor any of its Environmental Affiliates has received any written communication (other than a communication that the Administrative Agent has agreed in writing is not materially adverse) from a Governmental Authority that alleges that the Borrower or such Environmental Affiliate is not in compliance in all material respects with all Environmental Laws and Environmental Approvals. (b) There is no Environmental Claim pending or, notices or inquiries to the Borrower regarding potential liability under Knowledge of the Borrower, threatened against the Borrower. There is no Environmental Claim pending or , to the Knowledge of the Borrower, threatened against any Environmental Law; except as are unlikely, singly or in Affiliate of the aggregate, to have a Material Adverse Effect;Borrower. (c) Except as disclosed in the Environmental Site Assessment Report, there are no circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of any Material of Environmental Concern that have been no Releases occurred since the Closing Date, that could reasonably be expected to form the basis of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by Environmental Claim against the Borrower that, singly or any Environmental Affiliate or could otherwise reasonably be expected to interfere with the capital improvement work with respect to or operation (until the CS End Date in Cold Shutdown) of the aggregate, are reasonably likely to have a Material Adverse Effect;Project. (d) Except to the Borrower has been issued and is extent disclosed in material compliance with all permitsthe Environmental Site Assessment Report, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where without in any way limiting the failure to maintain or comply with any generality of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; foregoing, (ei) there are no underground storage tankson site or off site locations in which the Borrower or any Environmental Affiliate of the Borrower has stored, active disposed or abandoned, including petroleum storage tanks, on arranged for the disposal of Materials of Environmental Concern that could reasonably be expected to form the basis of an Environmental Claim or under that is not in compliance with applicable Environmental Laws and (ii) no polychlorinated biphenyls (PCBs) are or will be used or stored by the Borrower at any Property now or previously owned, operated property owned or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect;. (fe) The Borrower has not received any letter or request for information under Section 104 of the CERCLA, or comparable state laws, and none of the business or operations of the Borrower is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Material of Environmental Concern at the Project or at any other location, including any location to which the Borrower has not directly transported transported, or directly arranged for the transportation of, any Material of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementConcern.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) Except as set forth on Schedule 3.13(a), all facilities and Property (including underlying groundwater) property owned, leased or operated by Holdings or leased by the Borrower any of its Subsidiaries, and all operations conducted thereon, are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelythat, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;. (b) there have been no pastExcept as set forth on Schedule 3.13(b), and there are no pending or threatened:threatened (in writing): (i) Environmental Claims received by Holdings or any of its Subsidiaries, or (ii) written claims, complaints, notices or requests for information inquiries received by the Borrower with respect to Holdings or any alleged violation of any its Subsidiaries regarding Environmental Law or, (ii) complaintsLiability, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikelyin each case which, singly individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;. (c) Except as set forth on Schedule 3.13(c), there have been no Releases of Hazardous Materials at, on on, under or under from any Property property now or or, to any Loan Party’s knowledge, previously owned, leased or operated by Holdings or leased by the Borrower any of its Subsidiaries that, singly individually or in the aggregate, are have had or could reasonably likely be expected to have a Material Adverse Effect;. (d) the Borrower has Holdings and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and Environmental Permits necessary for its businessestheir operations, facilities and businesses and each is in full force and effect, except where for such Environmental Permits which, if not so obtained or as to which Holdings and its Subsidiaries are not in compliance, or are not in effect, individually or in the failure to maintain or comply with any of the foregoing is aggregate, could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (e) there Except as set forth on Schedule 3.13(e), as of the date of this Agreement, no property now or, to any Loan Party’s knowledge, previously owned, leased or operated by Holdings or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the National Priorities List pursuant to CERCLA. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any Property property now or or, to any Loan Party’s knowledge, previously owned, operated owned or leased by the BorrowerHoldings or any of its Subsidiaries which, singly or in the aggregate, that are could reasonably likely be expected to have a Material Adverse Effect;. (fg) As of the Borrower date of this Agreement, neither Holdings nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may would reasonably be expected to lead to material claims any Environmental Claim against Holdings or any of its Subsidiaries. (h) As of the Borrower for date of this Agreement, no Liens have been recorded pursuant to any remedial workEnvironmental Law with respect to any property or other assets currently owned or leased by Holdings or any of its Subsidiaries. (i) Neither Holdings nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, damage to natural resources nor has Holdings or personal injuryany of its Subsidiaries assumed by contract, including claims agreement or operation of law any obligation under CERCLA thatEnvironmental Law, the cost of which, singly or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (gj) there There are no polychlorinated biphenyls or friable asbestos present at any Property now or previously property owned, leased or operated by Holdings or leased by the Borrower thatany of its Subsidiaries, which, singly or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; 1663651.11-New York Server 7A - MSW except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Borrowers or any of their respective Subsidiaries have been, and continue to be, owned or leased by the Borrowers and their respective Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower Borrowers or any of their respective Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the any Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower thatBorrowers or any of their respective Subsidiaries that have, singly or in the aggregatecould reasonably be expected to have, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Borrowers and their respective Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property now or previously owned or leased by the Borrowers or any of their respective Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up (which, in the case of CERCLIS or similar state lists, investigation or clean up could reasonably be expected to result in a Material Adverse Effect); (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrowers or any of their respective Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) none of the Borrower Borrowers nor any of their respective Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Borrowers or such Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Borrowers, any of their respective Subsidiaries or any predecessor thereof that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Borrowers, any of their respective Subsidiaries or any predecessor thereof which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated or leased by the Borrower are Parent or any of its Subsidiaries have been, and continue to be, owned, operated or leased by the Parent and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower Parent or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower Parent or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly Law or relating in the aggregate, any way to have a Material Adverse EffectHazardous Materials; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Borrower thatParent or any of its Subsidiaries that have, singly or could reasonably be expected to result in the aggregate, are reasonably likely to have a Material Adverse Effectmaterial liability; (d) the Borrower has Parent and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property now or previously owned, operated or leased by the Parent or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated or leased by the BorrowerParent or any of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have a Material Adverse Effect; (fg) neither the Borrower Parent nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Parent or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated or leased by the Borrower Parent or any of its Subsidiaries that, singly or in the aggregate, are have, or could reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned owned, operated or leased by the Borrower Parent or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would could be reasonably expected to give rise to material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except Save as previously expressly disclosed in the SEC Environmental Disclosure Documents, as of the Closing DateSchedule: (a) it, and each of its Subsidiaries, are and have at all facilities and Property (including underlying groundwater) ownedtimes been, operated or leased by the Borrower are in material compliance with all Environmental LawsLaws and all Environmental Approvals necessary in connection with the ownership and operation of their respective businesses are in full force and effect, except for such instances of noncompliance as are unlikelyin each case where failure to do so would have, singly or in the aggregatebe reasonably likely to have, to have a Material Adverse Effect; (b) there have been no pastto the best of its knowledge and belief having made due and careful enquiry, and there are no pending circumstances which could reasonably be expected to prevent it or threatened: (i) claims, complaints, notices or requests for information received by the Borrower any of its Subsidiaries being in compliance with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly including, without limitation, obtaining or being in the aggregatecompliance with any Environmental Approvals, in each case where failure to do so could reasonably be expected to have a Material Adverse Effect; (c) there are no past or present acts or omissions of it or (to the best of its knowledge and belief having made due and careful enquiry) events, state of facts or circumstances which have been no Releases resulted in (or could reasonably be expected to result in) any third party (including a regulatory authority) taking any action or making any claim against it or any of Hazardous Materials at, on or its Subsidiaries under any Property now Environmental Laws including remedial action (in particular in relation to contaminated land) or previously ownedthe revocation, operated suspension, variation or leased by the Borrower thatnon renewal of any Environmental Approval, singly where such action or in the aggregate, are claim could reasonably likely be expected to have a Material Adverse Effect; (d) the Borrower neither it nor any of its Subsidiaries has been issued notice of any complaints, demands, civil claims, enforcement proceedings, requests for information, or of any action required by any regulatory authority and is there are no investigations pending or threatened in material compliance with all permits, certificates, approvals, licenses and other authorizations relating relation to environmental matters and necessary for its businesses, except where the failure of it or any of its Subsidiaries to maintain obtain any Environmental Approval or comply with Environmental Law in any of the foregoing such case which has or is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect;; and (fe) neither it, nor any of its Subsidiaries, has any actual or contingent contractual obligation in respect of liabilities arising under Environmental Laws or otherwise in connection with matters pertaining to the Borrower Environment, in each case which has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as of the Closing Date:Schedule 5.15 ("Environmental Matters"): (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of where noncompliance as are unlikely, singly or in the aggregate, would not reasonably be expected to have a Material Materially Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) material claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) material complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or or, until transferred, previously owned, operated owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Materially Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the such failure to maintain have any such permit, certificate, approval, license or comply with any of the foregoing is other authorization would not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementMaterially Adversely Effect; (e) no property now or, previously owned or leased by the Borrower or any Subsidiary is or was listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrower or any Subsidiary that, singly or in the aggregate, that are have, or may reasonably likely be expected to have have, a Material Materially Adverse Effect; (fg) neither the Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower or any Subsidiary that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Materially Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower or any Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to any material liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as of the Closing DateSchedule 6.22: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower Company or any of its Subsidiaries are in material compliance with all Environmental Laws, except for such instances of noncompliance non-compliance as are unlikely, singly or would not reasonably be expected to result in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claimsthreatened Environmental Claims, complaintsexcept for such Environmental Claims that are not reasonably likely, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, either singly or in the aggregate, to have result in a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or or, to the best of the Company's knowledge, previously owned, operated owned or leased by the Borrower Company or any of its Subsidiaries that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has Company and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where to the extent that the failure to maintain have or comply with any of the foregoing is such permits, certificates, approvals, licenses and other authorizations relating to environmental matters would not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are be reasonably likely to have a Material Adverse Effect; (e) no property now or, to the best of the Company's knowledge, previously owned or leased by the Company or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, or, to the best of the Company's knowledge, is on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, except, in each case, for any such listing that, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (f) to the Borrower best of the Company's knowledge, neither the Company nor any Subsidiary of the Company has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims Environmental Claims against the Borrower for any remedial workCompany or such Subsidiary except, damage in each case, to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are extent that the foregoing would not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) The Borrower and each Subsidiary and all facilities of their respective Properties and Property (including underlying groundwater) owned, operated or leased by the Borrower operations are in material compliance in all respects with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; neither the Borrower nor any Subsidiary is aware of, and none of the Borrower or any of its Subsidiaries has received notice of, any past, present or future conditions, events, activities, practices or incidents which may interfere with or prevent the compliance or continued compliance of any of them with all Environmental Laws; (b) there There have been no past, and there are no pending or or, to the knowledge of the Borrower, threatened: , (i) claims, claims or complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, by the Borrower or any of its Affiliates, or (ii) complaints, notices or inquiries to the Borrower or any of its Affiliates regarding potential liability under any Environmental Law; except ; (c) Except as are unlikely, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) , there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated owned or leased by the Borrower that, singly or in any of its Subsidiaries; (d) Except where the aggregate, are reasonably likely failure to take such actions would not have a Material Adverse Effect; : (di) all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of the Borrower and each Subsidiary, including without limitation past or present treatment, storage, disposal or release of a Hazardous Material into the environment, have been duly obtained or filed, and (ii) the Borrower has been issued and is each Subsidiary are in material compliance with the terms and conditions of all such notices, permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementsimilar authorizations; (e) no Property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned Property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated owned or leased by the Borrower, singly Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (fg) neither the Borrower nor any Subsidiary of the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are CERCLA; (h) Except as could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement; (g) Effect, there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated owned or leased by the Borrower that, singly or in any Subsidiary of the aggregate, are Borrower; and (i) Except as could not reasonably likely be expected to have a Material Adverse Effect during Effect, to the term knowledge of this Agreement; and (h) the Borrower, no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 ------------------------ --------- ("Environmental Matters") of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) ownedowned or leased or operated by the Borrower or any of its Subsidiaries have been, operated and continue to be, owned or leased by the Borrower are and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or or, to the best of the Borrower's knowledge, threatened: (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Materially Adverse Effect; (d) the Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary appropriate for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or, to the best of the Borrower's knowledge, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased or operated by the BorrowerBorrower or any of its Subsidiaries that, singly or in the aggregate, that are have, or may reasonably likely be expected to have have, a Material Materially Adverse Effect; (fg) neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or or, to the best of the Borrower's knowledge, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to claims that, singly or in the aggregate, would be material claims against the Borrower or any of its Significant Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Materially Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased or operated by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability which would have, or may reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of The following representations and warranties shall apply on and after the Closing Date: (a) all facilities Date and Property (including underlying groundwater) ownedonly with respect to Pacific Holding, operated each other Borrower with respect to whose Plant a Funding has been made or leased by the Borrower are in material compliance with all Environmental Laws, except for is being requested and each such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatenedPlant: (i) claimsEach Borrower is in compliance in all material respects with all applicable Environmental Laws, complaints(ii) each Borrower has all Environmental Approvals required to operate its business as presently conducted or as reasonably anticipated to be conducted and is in compliance in all material respects with the terms and conditions thereof, notices (iii) no Borrower nor any of its Environmental Affiliates has received any written communication (other than any such communication that the Administrative Agent has agreed in writing is not materially adverse) from a Governmental Authority that alleges that any Borrower or requests for information received by any Environmental Affiliate is not in compliance in all material respects with all Environmental Laws and Environmental Approvals, and (iv) there are no circumstances that may prevent or interfere in the Borrower future with respect to any alleged violation of Borrower's compliance in all material respects with all applicable Environmental Laws and Environmental Approvals. (b) There is no Environmental Claim pending against any Borrower. No Environmental Affiliate has taken any action or violated any Environmental Law or, (ii) complaints, notices or inquiries that to the Borrower regarding potential liability under any knowledge of the Borrowers could reasonably be expected to result in an Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;Claim. (c) there have been There are no Releases present or past actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of Hazardous Materials atany Material of Environmental Concern, on that could reasonably be expected to form the basis of any Environmental Claim against any Borrower or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect;Environmental Affiliate. (d) Without in any way limiting the generality of the foregoing, (i) there are no on-site or off-site locations in which any Borrower or, to the knowledge of each Borrower, any Environmental Affiliate has been issued stored, disposed or arranged for the disposal of Materials of Environmental Concern that could reasonably be expected to form the basis of an Environmental Claim, (ii) none of the Borrowers knows of any underground storage tanks located or to be located on property owned or leased by any Borrower except as identified on Schedule 5.19(d)(ii) (as the same may be updated in writing by the Borrowers' Agent with the written approval of the Administrative Agent), (iii) there is no asbestos or lead paint contained in or forming part of any building, building component, structure or office space owned or leased by any Borrower except in such form, condition and is quantity as could not reasonably be expected to result in material compliance with all permitsan Environmental Claim, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses(iv) no polychlorinated biphenyls (PCBs) are or will be used or stored at any property owned or leased by any Borrower, except where the failure to maintain or comply with any of the foregoing is in such form, condition and quantity as could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;result in an Environmental Claim. (e) there are no underground storage tanksNone of the Borrowers has received any letter or request for information under Section 104 of the CERCLA, active or abandonedcomparable state laws, and to the knowledge of the Borrowers, none of the operations of the Borrowers is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Material of Environmental Concern at any Plant or Site or at any other location, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely location to have a Material Adverse Effect; (f) the which any Borrower has not directly transported transported, or directly arranged for the transportation of, any Material of any Hazardous Material Environmental Concern with respect to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementProject.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Parent, the Borrower are or any of their respective Subsidiaries have been, and continue to be, owned or leased by the Parent, the Borrower and their respective Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (in writing) (i) claims, complaints, notices or requests for information received by the Parent, the Borrower or any of their respective Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Parent, the Borrower or any of their respective Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly except, in the case of clauses (i) and (ii) of this Section 6.12(b), where the existence of any of the foregoing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Parent, the Borrower or any of their respective Subsidiaries that, singly individually or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (d) the Parent, the Borrower has and each of their respective Subsidiaries have been issued and is are in compliance in all material compliance respects with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) no property now or previously owned or leased by the Parent, the Borrower or any of their respective Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerParent, singly the Borrower or any of their respective Subsidiaries that individually or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) none of the Parent, the Borrower or any of their respective Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Parent, the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Parent, the Borrower or any of their respective Subsidiaries that, singly individually or in the aggregate, are have or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Parent, the Borrower or any of their respective Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental LawLaw that has, which would have or could reasonably be expected to have, a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property (including underlying groundwater) owned, operated property owned or leased by the Borrower CCSC or any of its Subsidiaries, and all operations conducted thereon, are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelywhich, singly or in the aggregate, to will not have a Material Adverse Effect; (b) there have been no pastpast unresolved, and there are no pending or threatened:threatened (in writing) (i) claims, complaints, notices or requests for information received by the Borrower CCSC or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, written notices or inquiries to the Borrower CCSC or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, which violation or potential liability singly or in the aggregate, to aggregate will have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or or, to any Borrower’s knowledge, previously owned, operated owned or leased by the Borrower CCSC or any of its Subsidiaries that, singly or in the aggregate, are reasonably likely to have or will have a Material Adverse Effect; (d) the Borrower has CCSC and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and Environmental Permits necessary or desirable for its their businesses, except where for such Environmental Permits which, if not so obtained or as to which CCSC and its Subsidiaries are not in compliance (in each case singly or in the failure to maintain or comply with any of the foregoing is aggregate), will not reasonably likely to have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now or, to any Borrower’s knowledge, previously owned or leased by CCSC or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the National Priorities List pursuant to CERCLA, in each case other than properties as to which any such listing will not result in a Material Adverse Effect; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or or, to any Borrower’s knowledge, previously owned, operated owned or leased by the BorrowerCCSC or any of its Subsidiaries that, singly or in the aggregate, that are reasonably likely to have have, or will have, a Material Adverse Effect; (fg) the Borrower to any Borrower’s knowledge, neither CCSC nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may will lead to material claims against the Borrower CCSC or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA thatCERCLA, singly or in the aggregate, are reasonably likely to which will have a Material Adverse Effect during the term of this Agreement;Effect; and (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated property owned or leased by the Borrower CCSC or any Subsidiary that, singly individually or in the aggregate, are reasonably likely to have have, or will have, a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities The Real Property has been and Property (including underlying groundwater) is owned, operated or leased by the Borrower are each Loan Party and each Subsidiary of any Loan Party in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelyviolations that, singly either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse Effect;Environmental Amount. (b) there There have been no pastpast (to the knowledge of any Loan Party or any Subsidiary of any Loan Party), and there are no pending or threatened: (i) threatened claims, complaints, written notices or requests for information received by the Borrower any Loan Party or any Subsidiary of any Loan Party with respect to any alleged violation of any Environmental Law or, (ii) complaintsLaws that, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly either individually or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse Effect;Environmental Amount, or alleges criminal misconduct or injunctive relief. (c) there There have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, has, or could reasonably be expected to result in having, a liability exceeding a Material Environmental Amount. (d) Each Loan Party and each Subsidiary of any Property Loan Party has been issued, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount. (e) No property now or previously owned, operated or leased by the Borrower that, singly any Loan Party or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation Subsidiary of any Hazardous Material to any location which Loan Party is listed or (to the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS CERCLA or on any similar state list of sites requiring investigation or which is clean-up. (f) Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the subject Disclosure Schedule, there are no above ground or underground storage tanks, active or abandoned, that are not actively maintained in compliance with federal and state regulations or that have been identified as or are otherwise associated with a recognized environmental condition, whether controlled, historical or otherwise, on or under the Real Property. (g) None of Federalthe Loan Parties, state the Subsidiaries of any Loan Party or local enforcement actions any other Person (to the best of their knowledge (after due inquiry)) has transported or other investigations arranged for the transportation of any Hazardous Material which may lead to material claims against the Borrower any Loan Party or any Subsidiary of any Loan Party for any remedial work, damage to natural resources or personal injury, injury (including claims under CERCLA thatCERCLA) which, singly either individually or in the aggregate, are could reasonably likely be expected to have result in a liability exceeding a Material Adverse Effect during the term of this Agreement;Environmental Amount. (gh) there There are no polychlorinated biphenyls or biphenyls, friable asbestos or other Hazardous Materials present at on the Real Property that, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount. (i) No conditions exist at, on or under any Property property now or previously owned, operated or leased by the Borrower that, singly any Loan Party or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term any Subsidiary of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower Loan Party which, with the passage of time, or the giving of notice or both, would give rise either individually or in the aggregate, could reasonably be expected to result in a liability under any Environmental Law, which would have exceeding a Material Adverse Effect during Environmental Amount. (j) Except as set forth in Item 6.13(j) (“Endangered Species Act; Critical Habitat”) of the term Disclosure Schedule, there are no areas of this Agreementthe Real Property with respect to which any Loan Party or any Subsidiary of any Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower Borrowers are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower Borrowers with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower Borrowers regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower Borrowers that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has Borrowers have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the BorrowerBorrowers, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) neither of the Borrower Borrowers has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the either Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower Borrowers that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by either of the Borrower Borrowers which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all All facilities and Property (including underlying groundwater) property owned, leased or operated or leased by the Borrower or any of its Subsidiaries, and all operations con- Table of Contents ducted thereon, are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelythat, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;. (b) there have been no past, and there There are no pending or threatened:threatened (in writing) (i) Environmental Claims received by the Borrower or any of its Subsidiaries, or (ii) written claims, complaints, notices or requests for information inquiries received by the Borrower with respect to or any alleged violation of any its Subsidiaries regarding Environmental Law or, (ii) complaintsLiability, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikelyin each case which, singly individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;. (c) there There have been no Releases of Hazardous Materials at, on on, under or under from any Property property now or or, to any Loan Party’s knowledge, previously owned, leased or operated or leased by the Borrower or any of its Subsidiaries that, singly individually or in the aggregate, are have had or could reasonably likely be expected to have a Material Adverse Effect;. (d) the The Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and Environmental Permits necessary for its businessestheir operations, facilities and businesses and each is in full force and effect, except where for such Environmental Permits which, if not so obtained or as to which the failure to maintain Borrower and its Subsidiaries are not in compliance, or comply with any of are not in effect, individually or in the foregoing is aggregate, could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (e) there No property now or, to any Loan Party’s knowledge, previously owned, leased or operated by the Borrower or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the National Priorities List pursuant to CERCLA, in each case other than properties as to which any such listing could not reasonably be expected to result in a Material Adverse Effect. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas on or under any Property property now or or, to any Loan Party’s knowledge, previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries which, singly or in the aggregate, that are could reasonably likely be expected to have a Material Adverse Effect;. (fg) Neither the Borrower nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for Table of Contents listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may would reasonably be expected to lead to material claims any Environmental Claim against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are such Subsidiary which could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (gh) there There are no past or present actions, activities, conditions or occurrences that could reasonably be expected to prevent the Borrower or any of its Subsidiaries from complying with, or to result in liability under, any Environmental Law, in each case which could reasonably be expected to have a Material Adverse Effect. (i) No liens have been recorded pursuant to any Environmental Law with respect to any property or other assets owned or leased by the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (j) Neither the Borrower nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law which could reasonably be expected to have a Material Adverse Effect, nor has the Borrower or any of its Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental Law which could reasonably be expected to have a Material Adverse Effect. (k) There are no polychlorinated biphenyls or friable asbestos present at any Property now or previously property owned, leased or operated or leased by the Borrower thator any Subsidiary which, singly individually or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed for the matters set forth on Schedule 6.12 hereto, and only to the extent the Borrower’s failure to comply in any case, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Datehas or could reasonably be expected to have a Material Adverse Effect: (a) at all facilities and Property property (including underlying groundwater) owned, operated occupied, or leased by the Borrower, except with respect to matters that have been fully resolved, the Borrower are is, and continues to be, in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no pastpast (which have not been resolved), and there are no pending or threatened: or, to the knowledge of the Borrower, threatened (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases or threatened Releases of Hazardous Materials at, on or under any Property property now or to the knowledge of any Authorized Officer previously owned, operated occupied, or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effectany Borrower; (d) the Borrower has been issued and is in material compliance with with, and to the extent required by applicable Environmental Laws have timely applied to renew, all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementrequired by Environmental Laws; (e) no property now or previously owned, occupied or leased by the Borrower is listed or, to the knowledge of any Authorized Officer, proposed for listing on any federal or state list of sites requiring any investigation, monitoring, remediation, or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (fg) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower thator, singly to the knowledge of any Borrower (after due inquiry) previously owned or in leased by the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementBorrower; and (hi) no conditions exist at, on or under any Property property now owned or leased by the Borrower or, to the knowledge of the Borrower (after due inquiry) previously owned or leased by the Borrower Borrower, which, with the passage of time, or the giving of notice or both, would give rise to any liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in Item 8(l) in the SEC Disclosure Documents, as of the Closing DateSchedule: (a1) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Aladdin Gaming, Aladdin Bazaar and Aladdin Music have been, and continue to be, owned or leased by such Person in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b2) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower Aladdin Gaming, Aladdin Bazaar or Aladdin Music with respect to any alleged violation of any Environmental Law Law, or, (ii) complaints, notices or inquiries to the Borrower Aladdin Gaming, Aladdin Bazaar or Aladdin Music regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c3) there have been no Releases of Hazardous Materials Substances at, on or under any Property property now or previously owned, operated owned or leased by the Borrower Aladdin Gaming, Aladdin Bazaar or Aladdin Music that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect; (d4) the Borrower has Aladdin Gaming, Aladdin Bazaar and Aladdin Music have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e5) to the Knowledge of Aladdin Gaming, no property now or previously owned or leased by Aladdin Gaming, Aladdin Bazaar or AMH, is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (6) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerAladdin Gaming, Aladdin Bazaar or Aladdin Music that, singly or in the aggregate, that are have, or may reasonably likely be expected to have have, a Material Adverse Effect; (f7) the Borrower neither Aladdin Gaming, Aladdin Bazaar nor Aladdin Music has not directly transported or directly arranged for the transportation of any Hazardous Material Substances to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Aladdin Gaming, Aladdin Bazaar or Aladdin Music for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (g) 8) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Aladdin Gaming, Aladdin Bazaar or Aladdin Music that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (h9) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower Aladdin Gaming, Aladdin Bazaar or Aladdin Music which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) Except as set forth on Schedule 3.14(a) to the Original Credit Agreement, all facilities and Property (including underlying groundwater) property owned, leased or operated or leased by the Borrower or any of its Subsidiaries, and all operations conducted thereon, are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelythat, singly individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;. (b) there have been no pastExcept as set forth on Schedule 3.14(b) to the Original Credit Agreement, and there are no pending or threatened:threatened (in writing): (i) Environmental Claims received by the Borrower or any of its Subsidiaries, or (ii) written claims, complaints, notices or requests for information inquiries received by the Borrower with respect to or any alleged violation of any its Subsidiaries regarding Environmental Law or, (ii) complaintsLiability, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikelyin each case which, singly individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;. (c) Except as set forth on Schedule 3.14(c) to the Original Credit Agreement, there have been no Releases of Hazardous Materials at, on on, under or under from any Property property now or or, to any Loan Party’s knowledge, previously owned, leased or operated or leased by the Borrower or any of its Subsidiaries that, singly individually or in the aggregate, are have had or could reasonably likely be expected to have a Material Adverse Effect;. (d) the The Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and Environmental Permits necessary for its businessestheir operations, facilities and businesses and each is in full force and effect, except where for such Environmental Permits which, if not so obtained or as to which the failure to maintain Borrower and its Subsidiaries are not in compliance, or comply with any of are not in effect, individually or in the foregoing is aggregate, could not reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (e) there No property now or, to any Loan Party’s knowledge, previously owned, leased or operated by the Borrower or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the National Priorities List pursuant to CERCLA. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any Property property now or or, to any Loan Party’s knowledge, previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries which, singly or in the aggregate, that are could reasonably likely be expected to have a Material Adverse Effect;. (fg) Neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may would reasonably be expected to lead to material claims any Environmental Claim against the Borrower for or such Subsidiary. (h) No liens have been recorded pursuant to any remedial workEnvironmental Law with respect to any property or other assets currently owned or leased by the Borrower or its Subsidiaries. (i) Neither the Borrower nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, damage to natural resources nor has any of the Loan Parties or personal injuryany of their respective Subsidiaries assumed by contract, including claims agreement or operation of law any obligation under CERCLA thatEnvironmental Law, the cost of which, singly or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement;Effect. (gj) there There are no polychlorinated biphenyls or friable asbestos or asbestos-containing material present at any Property now or previously property owned, leased or operated or leased by the Borrower thator any of its Subsidiaries, which, singly or in the aggregate, are could reasonably likely be expected to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in Item 6.15 in the SEC Disclosure Documents, as of the Closing DateSchedule: (a) all facilities facilities, property, Real Property and the Real Property (including underlying groundwater) owned, operated Collateral owned or leased by one or more of the Borrower Obligors are owned or leased by such Person in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or or, to the knowledge of the Obligors, threatened: (i) claims, complaints, written notices or written requests for information received by any of the Borrower Obligors with respect to any alleged material violation of any Environmental Law Law, or, (ii) complaints, written notices or written inquiries to any of the Borrower Obligors regarding potential material liability under any Environmental Law; except as are unlikely, singly or in the aggregate, Law relating to have a Material Adverse Effectsuch facilities and property; (c) there have been no Releases of Hazardous Materials Substances at, on or under any property, including, without limitation, the Real Property Collateral now or previously owned, operated owned or leased by one or more of the Borrower Obligors or relating to the Real Property Collateral, or any Easements or the Improvements thereon that could reasonably be expected to give rise to a remedial obligation that, singly or in the aggregate, are have, or could reasonably likely be expected to have result in a Material Adverse Effect; (d) the Borrower has been issued and is Obligors are in material compliance with all permits, certificates, approvals, licenses and other authorizations Permits relating to environmental matters and which are necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) to the knowledge of the Obligors, no property now owned or leased by any of the Obligors is listed on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the knowledge of the Obligors, there are no underground storage tanks, active or or, to the knowledge of any of the Obligors, abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by one or more of the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse EffectObligors; (fg) to the Borrower knowledge of the Obligors, none of them has not directly transported or directly arranged for the transportation of any Hazardous Material Substances to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against any of the Borrower Obligors for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) to the knowledge of the Obligors, there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by any of the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementObligors; and (hi) to the knowledge of the Obligors, no conditions exist at, on or under any Property now or previously property owned or leased by one or more of the Borrower Obligors which, with the passage of time, or the giving of notice or both, would give rise to liability a material remedial obligation under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed in the SEC Disclosure Documents, as of the Closing DateThe Borrower represents and warrants that: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: threatened (i) claims, complaints, notices or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly that could (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower that, singly or any of its Subsidiaries that could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect; (d) the Borrower has and its Subsidiaries (i) have been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, their business (except where to the extent the failure to maintain have such permits, certificates, approvals, licenses or comply with any of authorizations so issued could not (individually or in the foregoing is not aggregate) reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect) and (ii) are in material compliance therewith; (e) no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower, singly Borrower or any of its Subsidiaries that could (individually or in the aggregate, that are ) reasonably likely be expected to have a Material Adverse Effect; (fg) neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA thatCERCLA, singly which could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower that, singly or any of its Subsidiaries that could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by Holdings, GEEG or the Borrower whichor any of its Subsidiaries that could, with the passage of time, or the giving of notice or both, would give rise reasonably be expected 67 75 (individually or in the aggregate) to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreementunder any Environmental Law.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, leased, or operated upon (including all right of way easements) by Holdings or leased by the Borrower are any of its Subsidiaries have been, and continue to be in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the best knowledge of the Company, threatened (i) claims, complaints, notices or requests for information received by Holdings, Intermediate Holdings, the Borrower Company or any of the Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to the Borrower Holdings or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) to the best knowledge of the Company, there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, leased or operated upon (including all rights of way easements) by Holdings or leased by the Borrower that, any of its Subsidiaries that singly or in the aggregateaggregate have, are or could reasonably likely be expected to have have, a Material Adverse Effect; (d) to the Borrower has best knowledge of the Company, after all due inquiry Holdings and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreementmatters; (e) to the best knowledge of the Company, no property now or previously owned or leased or operated upon (including all right of way easements) by Holdings or any of its Subsidiaries is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the best knowledge of the Company, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, leased or operated upon (including all right of way easements) by Holdings or leased by the Borrowerany of its Subsidiaries that, singly or in the aggregate, that are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (fg) to the Borrower best knowledge of the Company, neither Holdings nor any Subsidiary has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Holdings or such Subsidiary for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, leased or operated upon (including right of way easements) by Holdings or leased by the Borrower any Subsidiary that, singly or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property properties now or previously owned owned, leased or leased operated upon (including right of way easements) by the Borrower Holdings or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would singly or in the aggregate give rise to liability under any Environmental Law, Law which would could reasonably be expected to have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except The Borrower represents and warrants that, except as previously disclosed in the SEC Disclosure Documents, as Item 6.13 of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by Holdings, the Borrower or any of their respective Subsidiaries and their operations are in material compliance with all Environmental Laws, except for any such instances of noncompliance as are unlikely, singly that could not (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: or, to the Knowledge of Holdings, any threatened (i) claims, complaints, notices or requests for information received by information, proceedings, or investigation against or involving Holdings, the Borrower or any of their respective Subsidiaries with respect to any alleged violation of any Environmental Law or, Law, or (ii) complaints, notices or inquiries to Holdings, the Borrower or any of their respective Subsidiaries regarding actual or potential liability under any Environmental Law; except as are unlikely, singly that, with respect to clauses (i) and (ii) of this paragraph, could (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under or from any Property property or facility now or previously owned, leased or operated or leased by Holdings, the Borrower that, singly or any of their respective Subsidiaries that could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect; (d) the Borrower has Holdings and its Subsidiaries (i) have been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating pursuant to environmental matters and Environmental Laws necessary for its businesses, the operation of their business ("Environmental Permits") and are in compliance with all Environmental Permits (except where to the extent the failure to maintain have or comply be in compliance with any of such Environmental Permit could not (individually or in the foregoing is not aggregate) reasonably likely be expected to have a Material Adverse Effect during Effect) and (ii) are in compliance therewith except to the term of this Agreementextent such non-compliance would not reasonably be expected to have a Material Adverse Effect; (e) no property or facility now or previously owned, leased or operated by Holdings or its Subsidiaries is listed, or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites; (f) there are no underground storage tankstanks or related piping, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by Holdings, the BorrowerBorrower or any of their respective Subsidiaries or, singly to the knowledge of Holdings or the Borrower at any property previously owned or leased by Holdings, or the Borrower or any of their respective Subsidiaries, that could (individually or in the aggregate, that are ) reasonably likely be expected to have a Material Adverse Effect; (fg) none of Holdings, the Borrower nor any of their respective Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against Holdings, the Borrower or such Subsidiary for any investigatory or remedial work, damage to natural resources or personal injuryinjury or property damage, including claims under CERCLA thatCERCLA, singly which could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by Holdings, the Borrower that, singly or any of their respective Subsidiaries that could (individually or in the aggregate, are ) reasonably likely be expected to have a Material Adverse Effect during Effect; (i) neither it nor any of its Subsidiaries (i) has manufactured any product containing asbestos or (ii) except for certain fibrous boards sold from the term of this AgreementBorrower's Buffalo, New York facility, has sold any product containing asbestos; and (hj) no conditions exist at, on or under any Property property now or previously owned or leased by Holdings or the Borrower whichor any of their respective Subsidiaries, or to the knowledge of Holdings or the Borrower, at any property previously owned or leased by Holdings, the Borrower or any of their respective Subsidiaries, that could, with the passage of time, or the giving of notice or both, would give rise reasonably be expected (individually or in the aggregate) to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreementunder any Environmental Law.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as of the Closing DateSchedule 7.18: (a) to the best of Borrower's knowledge after due inquiry, all facilities and Property real property (including underlying groundwater) owned, operated owned or leased by the Borrower are or any of its Subsidiaries have been, and continue to be, as of the date hereof, in material compliance with all Environmental Laws, except for where such instances of noncompliance as are unlikely, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (b) there have been no pastno, and as of the date hereof there are no continue to be no, written Environmental Claims pending or threatened: (i) claims, complaints, notices or requests for information received by threatened against the Borrower with respect to or any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effectits Subsidiaries; (c) to the best of Borrower's knowledge after due inquiry, as of the date hereof, there have been no Releases releases of Hazardous Materials at, on or under any Property property now or previously owned, operated owned or leased by the Borrower or any of its Subsidiaries that, singly individually or in the aggregate, are have, or could reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has been issued and is its Subsidiaries possess and are in material compliance with all permits, certificates, approvals, approvals and licenses and other authorizations relating to environmental matters under Environmental Laws and necessary for its their businesses, except where the such failure to maintain have or comply to be in compliance with any of such permits, certificates, approvals or licenses could not, individually or in the foregoing is not aggregate, reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) to the best of Borrower's knowledge after due inquiry, no property now or previously owned or leased by the Borrower or any of its Subsidiaries is listed or formally proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerBorrower or any of its Subsidiaries that could, singly individually or in the aggregate, that are reasonably likely be expected to have a Material Adverse Effect; (fg) to the actual knowledge of the Borrower after due inquiry, neither the Borrower nor any of its Subsidiaries has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or formally proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state state, Governmental Authority or local enforcement actions or other investigations which may lead could, individually or in the aggregate, reasonably be expected to material claims against the Borrower for result in a Material Adverse Effect with any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementCERCLA; (gh) there are no polychlorinated biphenyls above 50 ppm or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower thator any of its Subsidiaries that could, singly individually or in the aggregate, are reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; and (hi) no conditions exist at, on or under any Property property now or previously owned or leased by the Borrower which, with the passage or any of time, or the giving of notice or both, its Subsidiaries which would reasonably be expected to give rise to a liability under any Environmental Law, which except for liabilities that would have not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect during Effect. Notwithstanding the term foregoing, to the extent the Borrower's representations in this Section 7.18 relate to property leased or previously owned by the Borrower such representations are limited to the actual knowledge of this Agreementthe Borrower.

Environmental Warranties. Except as previously disclosed set forth in Item 8.11 ("Environmental Matters") of the Disclosure Schedule or as, individually or in the SEC Disclosure Documentsaggregate, as of the Closing Datewould not reasonably be expected to have a Material Adverse Effect: (a) all facilities and Real Property (including underlying groundwater) owned, operated owned or leased by the US Borrower are or any of its Subsidiaries have been, and continue to be, owned or leased by the US Borrower and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) written claims, complaints, notices or requests for information received by the US Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law Law, or, (ii) written complaints, notices or inquiries to the US Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Real Property now or previously owned, operated owned or leased by the US Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (d) the US Borrower has and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and that are necessary for its their businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) no Real Property now or previously owned or leased by the US Borrower or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property real property now or previously owned, operated owned or leased by the Borrower, singly US Borrower or in aggregate, that are reasonably likely to have a Material Adverse Effectany of its Subsidiaries; (fg) the US Borrower has and its Subsidiaries have not directly transported or directly arranged for the transportation of any Hazardous Material to any location (i) which is listed or to the knowledge of the US Borrower or any of its Subsidiaries, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list list, or (ii) which is the subject of Federalfederal, state or local environmental enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreementenvironmental investigations; (gh) there are no polychlorinated biphenyls or friable asbestos present in a manner or condition at any Property real property now or previously owned, operated owned or leased by the US Borrower that, singly or in any Subsidiary of the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this AgreementUS Borrower; and (hi) no conditions exist at, on or under any Property real property now or previously owned or leased by the US Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.11 ("Environmental Matters") of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated owned or leased by the Borrower are Guarantor or any of its Subsidiaries have been, and continue to be, owned or leased by the Guarantor and its Subsidiaries in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, non-compliance that would not reasonably be expected to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower Guarantor or any of its Subsidiaries with respect to any alleged violation of any Environmental Law or, (ii) complaintsLaw, notices which violation, if proven, has the reasonable potential to result in a fine, penalty or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, order that would reasonably be expected to have a Material Adverse Effect, or (ii) complaints or governmental notices or inquiries to the Guarantor or any of its Subsidiaries regarding potential material liability under any Environmental Law; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned(or, operated to the Guarantor's knowledge, any property previously) owned or leased by the Borrower Guarantor or any of its Subsidiaries that, singly or in the aggregate, are have, or would reasonably likely be expected to have have, a Material Adverse Effect; (d) the Borrower has Guarantor and its Subsidiaries have been issued and is are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its the conduct of their businesses, except where the failure to maintain or, if such permit, certificate, approval, license or comply with any of the foregoing is other authorization has not been issued, its absence would not reasonably likely be expected to have a Material Adverse Effect during the term of this AgreementEffect; (e) no property now (or, to the Guarantor's knowledge, no property previously) owned or leased by the Guarantor or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to the knowledge of the Guarantor, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the BorrowerGuarantor or any of its Subsidiaries that, singly or in the aggregate, that are have, or may reasonably likely be expected to have have, a Material Adverse Effect; (fg) neither the Borrower Guarantor nor any Subsidiary of the Guarantor has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower Guarantor or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement;CERCLA; and (gh) to the knowledge of the Guarantor, there are no polychlorinated biphenyls or friable asbestos present at any Property property now or previously owned, operated owned or leased by the Borrower Guarantor or any Subsidiary of the Guarantor that, singly or in the aggregate, are have, or may reasonably likely be expected to have have, a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this AgreementEffect.

Environmental Warranties. Except as previously disclosed set forth in the SEC Disclosure Documents, as Item 6.12 ("Environmental Matters") of the Closing DateDisclosure Schedule: (a) all facilities and Property property (including underlying groundwater) owned, operated or leased by the Borrower are have been, and continue to be, owned, operated or leased by the Borrower in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikelyviolations that, singly or in the aggregate, would not reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount; (b) there have been no past, and there are no pending or or, to the Borrower's knowledge, threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law that, singly or in the aggregate, would reasonably be expected to result in a liability exceeding a Material Environmental Amount; or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikelyLaw that, singly or in the aggregate, would reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount; (c) there have been no Releases of Hazardous Materials at, on or under any Property property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are has, or would reasonably likely be expected to have result in having, a liability exceeding a Material Adverse EffectEnvironmental Amount; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters Environmental Laws and necessary or desirable for its businesses, except where as would not, singly or in the failure aggregate, reasonably be expected to maintain or comply with any result in a liability in excess of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this AgreementEnvironmental Amount; (e) no property now owned, operated or leased by the Borrower and, to the Borrower's knowledge, no property previously owned, operated or leased by it is listed or (to its knowledge) proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property property now or previously owned, operated owned or leased by the Borrower or to Borrower, singly 's knowledge on or in aggregate, that are reasonably likely to have a Material Adverse Effectunder any property previously owned or leased by it; (fg) neither the Borrower Borrower, nor any other Person (to its knowledge) has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or (to the best of its knowledge) proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federalfederal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, injury (including claims under CERCLA thatCERCLA) which, singly or in the aggregate, are would reasonably likely be expected to have result in a liability exceeding a Material Adverse Effect during the term of this AgreementEnvironmental Amount; (gh) there are no polychlorinated biphenyls or friable asbestos present at any Property property now owned, operated or leased by the Borrower, or to the Borrower's knowledge, at any property previously owned, operated or leased by the Borrower it, that, singly or in the aggregate, are may reasonably likely be expected to have result in a liability exceeding a Material Adverse Effect during the term of this AgreementEnvironmental Amount; and (hi) no conditions exist at, on or under any Property property now or previously owned owned, operated or leased by the Borrower Borrower, or to the Borrower's knowledge at, on or under any property previously owned, operated or leased by it, which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, Law which would have reasonably be expected to result in a liability exceeding a Material Adverse Effect during the term of this AgreementEnvironmental Amount.