Common use of Environmental Compliance Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Environmental Compliance. (a) No Loan Party Except as disclosed on Schedule 5.09, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, otherwise could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties currently or formerly owned, leased or operated by the Borrower, or any of its respective Restricted Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental Law. (ib) None of the properties currently Borrower, nor any of its respective Restricted Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or formerly owned potential liability regarding compliance with or liability under Environmental Laws with regard to any of the Properties or the business operated by the Borrower, or any Loan Party of its Restricted Subsidiaries (the “Business”), or Restricted Subsidiary any prior business for which the Borrower has retained liability under any Environmental Law. (c) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (d) No judicial proceeding or governmental or administrative action is or was listed pending or, to the knowledge of the Borrower, threatened under any Responsible Officer was proposed for listing on Environmental Law to which the NPL or on the CERCLIS Borrower, or any analogous state or local list at any time while such property was owned by such Loan Party of its Restricted Subsidiaries is or, to the knowledge of any Responsible Officerthe Borrower, at any time prior to will be named as a party or after such property was owned by such Loan Party, and, with respect to the knowledge Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (e) There has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of the Borrower, or any Responsible Officer, no property currently owned or operated by any Loan Party or of its Restricted Subsidiary is adjacent to any such property, in each case Subsidiaries in connection with any matter for which any Loan Party the Properties or Restricted Subsidiary would have any material Environmental Liability; (ii) there are nootherwise in connection with the Business, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, amounts or in a manner that could reasonably be expected to have a Material Adverse Effectgive rise to liability under any applicable Environmental Laws. (cf) No Loan Party or Restricted Subsidiary is undertakingThe Properties and all operations at the Properties are in compliance with all applicable Environmental Laws. (g) The Borrower, and no Loan Party or each of its Restricted Subsidiary Subsidiaries has completedobtained, either individually or together with other potentially responsible partiesand is in compliance with, any investigation or assessment or remedial or response action relating to any actual or threatened Releaseall Environmental Permits required for the conduct of its businesses and operations, discharge or disposal and the ownership, occupation, operation and use of Hazardous Materials at any siteits Property, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of such Environmental Permits are in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effectfull force and effect.

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

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

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

Environmental Compliance. (a) No Except as disclosed in Schedule 6.09, no Loan Party or Restricted any Subsidiary thereof (i) has failed to comply in all material respects with applicable any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental PermitLaw with respect to such Loan Party’s or such Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as otherwise set forth in Schedule 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (i) None none of the properties currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof is or was listed or, to the knowledge of any Responsible Officer was the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at or is adjacent to any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, property; (ii) there are no and, to the knowledge of any Responsible Officer, no property currently owned or operated by any the Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible OfficerParties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws or, thereof; (iii) to the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Loan Party or Subsidiary thereof in violation of Environmental Laws or, to the knowledge of the Loan Parties, by any other Person in violation of Environmental Laws on any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectthereof. (c) No Except as otherwise set forth on Schedule 6.09 or as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (i) no Loan Party or Restricted nor any Subsidiary thereof is undertaking, and no Loan Party or Restricted nor any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; Law, and (ii) all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any Subsidiary thereof at, or transported to or fromfrom by or on behalf of any Loan Party or any Subsidiary thereof, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary have thereof have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expectedexpected to result in material liability to any Loan Party or any Subsidiary thereof. (d) Each Loan Party and Subsidiary thereof conducts in the Ordinary Course of Business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Loan Party has reasonably concluded that, except as set forth on Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

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

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

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

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

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 4.9(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Credit Party or Restricted Subsidiary any of its Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned owned, leased or operated by any Loan Credit Party or Restricted Subsidiary in violation any of any Environmental Laws its Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Credit Party or Restricted Subsidiaryany of its Subsidiaries; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Credit Party or Restricted Subsidiaryany of its Subsidiaries; and (iv) Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Credit Party or Restricted Subsidiary in violation any of any Environmental Laws; its Subsidiaries and (v) to the knowledge Hazardous Materials have not otherwise been released, discharged or disposed of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party of the Credit Parties and their Subsidiaries at any other location. (c) The properties owned, leased or Restricted Subsidiary, operated by Holdings and to the knowledge of its Subsidiaries do not contain any Responsible Officer, no actions by any Governmental Authority have been taken Hazardous Materials in amounts or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Loan Party or Restricted Subsidiary Except as specifically disclosed in Schedule 4.9(d), neither Holdings nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Credit Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, individually or in the aggregate, to have in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Credit Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

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

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

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

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

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

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

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with With respect to the Assets and any material Environmental Liability or other Property (ivas defined in Article VIII of this Agreement) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by the Seller, the Seller is in compliance with all applicable Environmental Laws (as defined in Article VIII of this Agreement) and has obtained and is in compliance with all permits, licenses, and other authorizations required under any Loan Party Environmental Law. There is no past or Restricted Subsidiary present event, condition or circumstance that is likely to interfere with the utilization of the Assets constituting a violation of Environmental Laws or was listed resulting from any failure to comply therewith; (b) The Seller does not now and has not leased, operated, owned, or exercised managerial functions at any facilities or real property with respect to which such facility or real property is subject to any Proceeding (as defined in Article VIII of this Agreement) under any Environmental Law, and the Seller is not aware of any facts or circumstances that could give rise to such a Proceeding; (c) There are no actions or Proceedings pending or, to the knowledge Seller's Knowledge (as defined in Article VIII of this Agreement), threatened against the Seller under any Environmental Law, and the Seller has not received any notice (whether from any regulatory body or private person) of any Responsible Officer was proposed for listing on the NPL violation, or on the CERCLIS potential or threatened violation, of any analogous state Environmental Law; (d) There are no actions or local list at any time while such property was owned by such Loan Party Proceedings pending or, to the knowledge Seller's Knowledge, threatened under any Environmental Law involving the release or threat of release of any Responsible OfficerPolluting Substances (as defined in Article VIII of this Agreement) at or on (i) any Property currently or in the past owned, at any time prior to operated or after such property was owned leased by such Loan Partythe Seller or over which the Seller exercised managerial functions, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to at any Property where Polluting Substances generated by the knowledge of any Responsible Officer, never Seller have been disposed; (e) There is no Property for which the Seller is or was required to obtain any underground permit under an Environmental Law to construct, demolish, renovate, occupy, operate, or above-ground storage tanks use such Property or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have portion of it; (f) The Seller has not generated any Polluting Substances; (g) There has been treated, stored or disposed on any property currently owned or operated no release of Polluting Substances by any Loan Party or Restricted Subsidiary the Seller in violation of any Environmental Laws Law that would require any report or notification to any governmental or regulatory authority in or on any Property; (h) The Seller is not under investigation or subject to pending or, to the knowledge Seller's Knowledge, threatened litigation by federal, state, or local officials or a private litigant as a result of any Responsible Officerprevious on-site management, treatment, storage, release, or disposal of Polluting Substances or exposure to any Polluting Substances; (i) There are no underground or above ground storage tanks on or under any property formerly owned or operated by Property that are not in conformity with any Loan Party or Restricted SubsidiaryEnvironmental Law, and any Property previously containing such tanks has been remediated in compliance with all Environmental Laws; and (iiij) there There is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed Property of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectSeller. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Compliance. (a) No Loan Party Except for such matters as set forth in the Disclosure Schedule pursuant to this Section 4.17 or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect on the Company: (a) the Company and its Subsidiaries and each of their respective properties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws. (ib) None the Company and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the properties currently Company or formerly owned the Subsidiaries has received any written notice or operated by otherwise has knowledge that any Loan Party such existing Environmental Permit will be revoked or Restricted Subsidiary is that any application for any new Environmental Permit or was listed or, to the knowledge renewal of any Responsible Officer was proposed for listing on the NPL existing Environmental Permit will be protested or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectdenied. (c) No Loan Party there are no claims, demands, suits, orders, inquiries, or Restricted Subsidiary is undertakingproceedings concerning any violation of, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other any liability (including as a potentially responsible partiesparty) under, any investigation applicable Environmental Laws that is pending or, to the Company’s knowledge, threatened against the Company or assessment any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Company or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials in a condition in violation of any applicable standard under Environmental Law; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or response action relating published pursuant to any actual or comparable state law. (e) there has been no Release or, to the Company’s knowledge, threatened Release, discharge or disposal of Hazardous Materials in violation of any applicable Environmental Law at, on, under or from the Company’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties. (f) neither the Company nor any site, location Subsidiary has received any written notice asserting an alleged liability or operation, either voluntarily or pursuant obligation under any applicable Environmental Laws with respect to the order investigation, remediation, abatement, removal, or monitoring of any Governmental Authority Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the requirements of Company’s or any Environmental Law Subsidiary’s Properties and, to the Company’s knowledge, there are no conditions or circumstances that has or would could reasonably be expected to have a Material Adverse Effect; and all result in the receipt of such written notice. (g) to the Company’s knowledge, there has been no exposure of any Person or Property to any Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed as a result of in a manner not reasonably expected, individually or in connection with the aggregateoperations and businesses of any of the Company’s or the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Company and the Subsidiaries have provided to the Lenders access to all material environmental site assessment reports, investigations and written studies (including those relating to have a Material Adverse Effectany alleged non-compliance with or liability under Environmental Laws) that are in any of the Company’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

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

Environmental Compliance. (a) No Loan Party or Restricted The Borrower and each Subsidiary (i) has failed to comply received all permits and filed all notifications necessary under and is otherwise in compliance in all material respects with applicable all federal, state and local laws, rules and regulations governing the control, removal, storage, transportation, spill, release or discharge of Hazardous Materials, including, without limitation, as provided in the provisions of and the regulations under (i) the Comprehensive Environmental Law or to obtainResponse, maintain or comply with any Environmental PermitCompensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, (ii) has become subject to any Environmental Liabilitythe Solid Waste Disposal Act, (iii) the Clean Water Act and the Clean Air Act, (iv) the Hazardous Materials Transportation Act, (v) the Resource Conservation and Recovery Act of 1976 and (vi) the Federal Water Pollution Control Act Amendments of 1972 (all of the foregoing enumerated and nonenumerated statutes, including without limitation any applicable state or local statutes, all as amended, collectively, the "Environmental Control Statutes"). (b) Neither the Borrower nor any Subsidiary has given any written or oral notice to the Environmental Protection Agency ("EPA") or any state or local agency with regard to any actual or imminently threatened removal, storage, transportation, spill, release or discharge of Hazardous Wastes either (i) on properties owned or leased by the Borrower or such Subsidiary or (ii) otherwise in connection with the conduct of its business and operations. (c) Neither the Borrower nor any Subsidiary has received notice that it is potentially responsible for costs of clean-up of any claim with respect actual or imminently threatened spill, release or discharge of Hazardous Wastes pursuant to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectControl Statute. (id) None of the properties currently No judicial proceedings or formerly owned governmental or operated by any Loan Party or Restricted Subsidiary administrative action is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are nopending, or, to the knowledge of the Borrower, threatened, under any Responsible Officer, never have been any underground or above-ground storage tanks Environmental Control Statute to which the Borrower or any surface impoundmentsof its Subsidiaries is named as a party with respect to the Properties or the business conducted at the Properties, septic tanksnor are there any consent decrees or other decrees, pitsconsent orders, sumps administrative orders or lagoons in which Hazardous Materials are being other orders, or have been treated, stored other administrative or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of judicial requirements outstanding under any Environmental Laws or, Control Statute with respect to the knowledge of any Responsible Officer, on any property formerly owned Properties or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectbusiness. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

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

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

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

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

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

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

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

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

Environmental Compliance. (a) No Loan Party There are no claims, actions, suits, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would notthat could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 3.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) None none of the properties currently or formerly owned owned, leased or operated by any Loan Party or any of its Restricted Subsidiary Subsidiaries is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state foreign, state, provincial or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) to the knowledge of the Loan Parties, there are no, or, to the knowledge of any Responsible Officer, and never have been been, any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned owned, leased or operated by any Loan Party or any of its Restricted Subsidiary in violation of any Environmental Laws Subsidiaries or, to the knowledge of any Responsible Officerits knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted SubsidiarySubsidiaries; (iii) to the knowledge of the Loan Parties, there is no friable asbestos or friable asbestos-containing material material, the renewal or remediation of which is required by any Environmental Law, on any property currently owned or operated by any Loan Party or any of its Restricted SubsidiarySubsidiaries; and (iv) to the knowledge of the Loan Parties, Hazardous Materials have not been Releasedreleased, discharged or disposed of by any Person on any property currently or formerly owned owned, leased or operated by any Loan Party or any of its Restricted Subsidiary in violation Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any of the Loan Party Parties and their Restricted Subsidiaries at any other location. (c) The properties owned, leased or operated by the Loan Parties and their Restricted Subsidiary, and to the knowledge of Subsidiaries do not contain any Responsible Officer, no actions by any Governmental Authority have been taken Hazardous Materials in amounts or are in process concentrations which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through constitute, or constituted a violation of, (vii) aboverequire remedial action under, as would notor (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (cd) No Except as specifically disclosed in Schedule 3.09(d), neither any Loan Party or nor any of their Restricted Subsidiary Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has except for such investigation or would assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and all . (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law. (g) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any applicable Environmental Law, except for any requirement the noncompliance with which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) As of the Closing Date, the Lead Borrower has made available to the Administrative Agent and the Lenders all material documents, studies, and reports in the possession, custody or control of the Loan Parties concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Estate or facilities currently or formerly owned, operated, leased or used by the Loan Parties which could reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) No Except as specifically disclosed in Schedule 5.09 to the Disclosure Letter, no Loan Party or Restricted any Subsidiary thereof (i) has failed to comply in all any material respects respect with applicable any Environmental Law or to obtain, maintain or comply in any material respect with any permit, license or other approval required under any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge knows of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) None Except as otherwise set forth in Schedule 5.09 to the Disclosure Letter, none of the properties currently or, to the knowledge of any Loan Party or Subsidiary thereof, formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted any Subsidiary in violation of any Environmental Laws thereof or, to the best of the knowledge of any Responsible Officerthe Loan Parties, on any property formerly owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iii) there is no friable asbestos or friable asbestos-containing material in violation of Environmental Law or that would reasonably be expected to be required to be removed or remediated on any property currently owned or operated by any Loan Party or Restricted SubsidiarySubsidiary thereof; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or, to the knowledge of any Loan Party or Subsidiary thereof, formerly owned or operated by any Loan Party or Restricted any Subsidiary in violation thereof. For the avoidance of doubt, no Loan Party nor any Subsidiary thereof, has undertaken any investigation of any Environmental Laws; and (v) to the knowledge kind with respect current conditions at, or status of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets formerly owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectproperty. (c) No Except as otherwise set forth on Schedule 5.09 to the Disclosure Letter, no Loan Party or Restricted any Subsidiary thereof is undertaking, and no Loan Party or Restricted any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted any Subsidiary thereof have been disposed of in a manner not reasonably expected, individually expected to result in material liability to any Loan Party or in the aggregate, to have a Material Adverse Effectany Subsidiary thereof.

Environmental Compliance. (aSeller represents and warrants to Purchaser that to Seller's knowledge: A) There is no pending claim, lawsuit, proceeding or other legal, quasi-legal, or administrative challenge concerning the Premises or the operation thereof or any condition thereon, and no such claim, lawsuit, proceeding or challenge is threatened by any person or entity. B) No Loan Party asbestos-containing materials have been installed in or Restricted Subsidiary (iaffixed to the structures on the Premises at any time during or prior to Seller's ownership thereof. C) No electrical transformers, fluorescent light fixtures or other electrical equipment containing PCBs are or have been installed in or affixed to the Premises at any time during or prior to Seller's ownership thereof. D) The Premises and all operations thereon are not in violation of applicable law, and no governmental authority has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with served upon Seller any Environmental Permit, (ii) has become subject to notice claiming any Environmental Liability, (iii) has received notice violation of any claim statute, ordinance or regulation or noting any need for repair, construction, alteration or installation with respect to the Premises or requiring any material Environmental Liability change in the means or (ivmethods of those conducting operation thereon. E) There are no hazardous wastes, substances, underground tanks or contaminants on, in, under or about the subject property. F) Further, no hazardous substances have ever been disposed of in, on or above the property, nor has a Responsible Officer with knowledge Seller or Seller's affiliates ever used the property for the storage, manufacture, disposal, handling, transportation or use of any basis for hazardous substances or wastes. For the purposes of this paragraph, the term "hazardous substances" shall mean and refer to asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuels or materials, radioactive materials, explosives, known carcinogens, petroleum products and by-products and any pollutant, contaminant, chemical, material Environmental Liabilityor substance defined as hazardous or as a pollutant or a contaminant in, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge release or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated which is regulated by any Loan Party or Restricted Subsidiary environmental law. G) All underground storage tanks located on the property, if any, have been disposed of properly registered with all appropriate regulatory and governmental bodies and are otherwise in a manner not reasonably expectedcompliance with all Federal, individually or in the aggregateState and local statutes, to have a Material Adverse Effectregulations, ordinances and other regulatory requirements.

Environmental Compliance. Except as set forth on Schedule 5.13, to the best Knowledge of the Borrower: (a) No Loan Party or Restricted Subsidiary (i) has failed Except as could not reasonably be expected to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would nothave, individually or in the aggregate, a Material Adverse Effect, (i) no Hazardous Material is or has been generated, used, released, treated, disposed of or stored, or otherwise located, in, on or under any property owned, leased or operated by a Credit Party or any portion thereof except in commercially reasonable quantities as a consumer and generator thereof subject to compliance with applicable laws, and no part of the property owned, leased or operated by a Credit Party (now or in the past), including without limitation the soil and groundwater located thereon and thereunder, has been contaminated by any Hazardous Material; (ii) no improvements on the property owned, leased or operated by a Credit Party contain any asbestos or substances containing asbestos; and (iii) none of the property owned, leased or operated by a Credit Party has been the subject of any remedial action pursuant to any Environmental Law. (b) None of the property currently owned, leased or operated by a Credit Party has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) listing sites with environmental contamination, or, except as could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, has any property previously (but not currently) owned, leased or operated by a Credit Party been so placed. (c) There are no underground storage tanks situated on the property owned, leased or operated by any Credit Party, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (id) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, Except as could not reasonably be expected to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would nothave, individually or in the aggregate, a Material Adverse Effect, all activities and operations of each Credit Party meet all requirements of all applicable Environmental Laws, no Credit Party has violated any Environmental Law in the past, and none of the property owned, leased or operated by a Credit Party has ever been the site of a violation of any Environmental Law. (e) Except as could not reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expectedhave, individually or in the aggregate, to have a Material Adverse Effect, no Credit Party has sent a Hazardous Material to a site which, pursuant to any Environmental Law, (i) has been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) listing sites with environmental contamination, or (ii) is subject to, or the source of, a claim, an administrative order or other request by any Governmental Authority to take “response,” “removal,” “corrective” or “remedial” action, as defined in any Environmental Law, or pay for or contribute to the costs of cleaning up the site. (f) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no Credit Party is involved in any suit or proceeding and has not received any notice from any Governmental Authority or other third party with respect to a release or threat of release of any Hazardous Material, or violation or alleged violation of any Environmental Law, and has not received notice of any claim from any person or entity relating to property damage or to personal injuries from exposure to any Hazardous Material. (g) Each Credit Party has timely filed all material reports required to be filed, has acquired all material necessary certificates, approvals and permits, and has generated and maintained all material documentation and records required under all Environmental Laws.

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

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

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

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

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

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

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

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

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

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

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

Environmental Compliance. (a) No Loan Party Except as disclosed on Schedule 5.09 as of the Closing Date, or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, otherwise could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties currently or formerly owned, leased or operated by the Borrower, or any of its respective Restricted Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental Law. (ib) None of the properties currently Borrower, nor any of its respective Restricted Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or formerly owned potential liability regarding compliance with or liability under Environmental Laws with regard to any of the Properties or the business operated by the Borrower, or any Loan Party of its Restricted Subsidiaries (the “Business”), or Restricted Subsidiary any prior business for which the Borrower has retained liability under any Environmental Law. (c) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (d) No judicial proceeding or governmental or administrative action is or was listed pending or, to the knowledge of the Borrower, threatened under any Responsible Officer was proposed for listing on Environmental Law to which the NPL or on the CERCLIS Borrower, or any analogous state or local list at any time while such property was owned by such Loan Party of its Restricted Subsidiaries is or, to the knowledge of any Responsible Officerthe Borrower, at any time prior to will be named as a party or after such property was owned by such Loan Party, and, with respect to the knowledge Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (e) There has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of the Borrower, or any Responsible Officer, no property currently owned or operated by any Loan Party or of its Restricted Subsidiary is adjacent to any such property, in each case Subsidiaries in connection with any matter for which any Loan Party the Properties or Restricted Subsidiary would have any material Environmental Liability; (ii) there are nootherwise in connection with the Business, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, amounts or in a manner that could reasonably be expected to have a Material Adverse Effectgive rise to liability under any applicable Environmental Laws. (cf) No Loan Party or Restricted Subsidiary is undertakingThe Properties and all operations at the Properties are in compliance with all applicable Environmental Laws. (g) The Borrower, and no Loan Party or each of its Restricted Subsidiary Subsidiaries has completedobtained, either individually or together with other potentially responsible partiesand is in compliance with, any investigation or assessment or remedial or response action relating to any actual or threatened Releaseall Environmental Permits required for the conduct of its businesses and operations, discharge or disposal and the ownership, occupation, operation and use of Hazardous Materials at any siteits Property, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of such Environmental Permits are in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effectfull force and effect.

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

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

Environmental Compliance. Except as set forth on Schedule ------------------------ -------- 4.21 hereto: ---- (a) No Loan Party the operations and facilities (as defined by CERCLA) of the Company and each of its Subsidiaries have been for the past three years, and are in, material compliance with all applicable Environmental Laws and all Permits issued pursuant to Environmental Laws; (b) the Company and each of its Subsidiaries have obtained and currently maintains all material Permits required under all applicable Environmental Laws necessary to operate its business; (c) neither the Company nor its Subsidiaries is the subject of any outstanding proceeding, written claim, written order or Restricted Subsidiary Contract with any Governmental Entity or Person with respect to (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental PermitLaw, (ii) has become subject to any Environmental Liability, Remedial Action or (iii) has received notice any Release or threatened Release of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Hazardous Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officerthe Sellers, no property currently owned such proceedings, claims, orders or operated by contracts are threatened; (d) neither the Company nor any Loan Party or Restricted Subsidiary is adjacent to of its Subsidiaries has received any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, written communication or, to the knowledge Knowledge of the Sellers, any Responsible Officerother communication, never have been any underground alleging either or above-ground storage tanks both that the Company or any surface impoundmentsof its Subsidiaries, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being any of their respective Properties or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary facilities may be in violation of (i) any Environmental Law or (ii) any Permit issued pursuant to any Environmental Law, or that the Company or any of its Subsidiaries may have any liability under any Environmental Law; (e) to the Knowledge of the Sellers, there are no investigations by any Governmental Entity under or pursuant to Environmental Laws orof the business, operations, Properties or former properties of the Company or any of its Subsidiaries pending or threatened; (f) there is not now located at any of the Properties of the Company or any of its Subsidiaries any underground storage tanks for which the Company or the Subsidiaries has responsibility ("UST") nor, to the knowledge Knowledge of the --- Sellers, any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned in a condition necessitating abatement, nor equipment containing polychlorinated biphenyls necessitating immediate removal or operated by any Loan Party or Restricted Subsidiary; remediation; (ivg) Hazardous Materials the Sellers have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) provided to the knowledge Buyer all environmentally related Phase I and Phase II reports or other material environmental reports that have been performed and provided to the Company or any of its Subsidiaries with respect to the Properties or former properties, assets or current operations of the Company or any Responsible Officerof its Subsidiaries and that are in the Company's or any of its Subsidiaries' possession, custody or control; and (h) as of the Closing Date, to the Knowledge of Sellers, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws conditions requiring Remedial Action on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal Properties resulting from Releases of Hazardous Materials at any site, location or operation, either voluntarily or pursuant prior to the order Closing, other than conditions disclosed to the Phase I or Phase II Consultants. To the Knowledge of Sellers, there are no conditions on the formerly owned, operated or leased properties of the Company or any Governmental Authority or Subsidiary requiring Remedial Action for which the requirements of any Environmental Law that has or would reasonably Company may be expected to have a Material Adverse Effect; and all Hazardous Materials generatedresponsible, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or other than conditions described in the aggregate, environmental reports provided by the Sellers to have a Material Adverse Effect.the Buyer and listed on Schedule 4.21(h). ----------------

Environmental Compliance. (a) No Loan Party With respect to properties currently owned or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law operated by any Nexstar Entity or any of their Subsidiaries, or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with the knowledge of the Nexstar Entities, any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or property formerly owned or operated by any Loan Party Nexstar Entity or Restricted Subsidiary any of its Subsidiaries: (i) no such property is listed or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; , (ii) there are no, or, to the knowledge of any Responsible Officerthe Nexstar Entities, (A) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party Nexstar Entity or Restricted Subsidiary in violation any of any Environmental Laws or, to the knowledge of any Responsible Officer, its Subsidiaries or on any property owned by any other Credit Party or formerly owned or operated by any Loan Credit Party or Restricted Subsidiary; and (iiiB) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Credit Party or Restricted Subsidiaryany of its Subsidiaries; and (iviii) Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or formerly owned or operated by any Loan Credit Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, exceptits Subsidiaries in excess of the applicable legal limit, in the each case of clauses (i) through (v) above, as would notother than such matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effectliability to the Credit Parties taken as a whole, in an amount greater than $500,000 during the term of this Agreement. (cb) No Loan Party or Restricted Subsidiary Neither any Nexstar Entity nor any of its Subsidiaries is undertaking, and no Loan Party or Restricted Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse EffectLaw; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party Nexstar Entity or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result in material liability to any Nexstar Entity or any of its Subsidiaries, in each case above, other than such matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effectliability to the Credit Parties taken as a whole, in an amount greater than $500,000 during the term of this Agreement.

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary (i) has failed The Company and its Subsidiaries and all of their respective Properties have complied at all times (during such period of time the Company or its Subsidiaries have owned or operated each such Property) and in all respects with all Environmental Requirements where failure to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. (iii) None of Except as set forth in Schedule 8L, neither the properties currently or formerly owned or operated by Company nor any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent subject to any such property, in each case in connection with any matter for Environmental Liability or Environmental Requirement which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries, taken as a whole. (ciii) Except as set forth in Schedule 8L, neither the Company nor any Subsidiary has been designated as a potentially responsible party under CERCLA or under any state statute similar to CERCLA. None of the Properties has been identified on any current or proposed National Priorities List under 40 C.F.R. ss. 300 or any list arising from a state statute similar to CERCLA. None of the Properties has been identified on any CERCLIS list. (iv) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials have been or are being used, produced, manufactured, processed, generated, stored, disposed of, released, managed at or shipped or transported to or from the Properties (during such period of time the Company or its Subsidiaries have owned or operated each such Property) or, to the actual knowledge of the Company, are otherwise present at, on, in or under the Properties or, to the actual knowledge of the Company, at or from any siteadjacent site or facility, location or operationexcept for Hazardous Materials used, either voluntarily or produced, manufactured, processed, generated, stored, disposed of, released and managed in the ordinary course of the Company's and any Subsidiary's business in compliance with all applicable Environmental Requirements and except for Hazardous Materials present in amounts which have not required and do not require remediation, pursuant to the order of any Governmental Authority applicable law or the requirements of any Environmental Law that has regulation, or would if remediation is required, such remediation could not reasonably be expected to have a Material Adverse Effect; material adverse effect on the business, condition (financial or otherwise) or operations of the Company and all Hazardous Materials generatedits Subsidiaries, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted taken as a whole. (v) The Company and each Subsidiary have been disposed procured all permits necessary under Environmental Requirements for the conduct of their respective businesses or is otherwise in a manner compliance with all applicable Environmental Requirements, except to the extent the failure to do so would not reasonably expected, individually or in the aggregate, expected to have a Material Adverse Effectmaterial adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries, taken as a whole.

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

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

Environmental Compliance. (a) No Loan Party or Restricted Subsidiary Except as disclosed in the Environmental Reports: (i) has failed to The operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Law Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could be reasonably likely to obtain, maintain (A) form the basis of an Environmental Action against any Loan Party or comply with any Environmental Permit, (ii) has become subject to of its Subsidiaries or any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, their properties that could reasonably be expected to have a Material Adverse EffectEffect or (B) cause any such property to be subject to any material restrictions on occupancy or use, or any restrictions on ownership or transferability, under any Environmental Law. (iii) None of the properties currently or or, to the knowledge of the US Borrower, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries is or was listed or, to the knowledge of any Responsible Officer was the US Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, no and never have been any underground or above-ground aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation any of any Environmental Laws orits Subsidiaries; to its knowledge, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiaryany of its Subsidiaries; (iv) and Hazardous Materials have not been Releasedreleased, discharged or disposed of on any property currently or, during the period of its ownership or operation thereof and to the knowledge of the Responsible Officers, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries that requires investigation, remediation, cleanup, or any remedial or corrective action under Environmental Law that could reasonably be expected to result in violation of any Environmental Laws; and (v) material liability to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectits Subsidiaries. (ciii) No Neither any Loan Party nor any of its Subsidiaries is funding or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, undertaking either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Releaserelease, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority governmental or regulatory authority or the requirements of any Environmental Law that has or would could reasonably be expected to have a Material Adverse Effectresult in material liability to any Loan Party or any of its Subsidiaries; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or, during its period of ownership or operation thereof and to the knowledge of the Responsible Officers, formerly owned or operated by any Loan Party or Restricted Subsidiary any of its Subsidiaries have been disposed of in a manner not reasonably expectedexpected to result in material liability to any Loan Party or any of its Subsidiaries. (iv) Set forth on Schedule 5.14 hereto is a complete and accurate list of all Environmental Actions that are, individually or in as of the aggregatedate hereof, pending or, to have a Material Adverse Effectthe knowledge of the Loan Party or its Subsidiaries, threatened against the US Borrower or its Subsidiaries.