Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b4.9(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Credit Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Credit Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Credit Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Credit Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Holdings and the its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d4.9(d), neither the Borrower Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 Credit Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldExcept as would not, 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 the Company and each Subsidiary have been and are in compliance with applicable Environmental Laws (as defined below), (ii) neither the Company nor any Subsidiary nor, to the knowledge of the Offerors, any other owners of any of the real properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties previously owned, leased or operated by the Company and or any Subsidiary (the Subsidiaries do not contain “Properties”) at any time or any other party, has at any time released (as such term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous Materials in amounts or concentrations which (ias defined below) constituteon, or constituted a violation ofto, (ii) require remedial action in, under or from the Properties, (iii) could neither the Company nor any Subsidiary intends to use or will use the Properties or any subsequently acquired properties, other than in compliance with applicable Environmental Laws, (iv) neither the Company nor any Subsidiary has received any notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to liability undera claim under or pursuant to any Environmental Law with respect to the Properties, or their respective assets or arising out of the conduct of the Company or any Subsidiary, (v) none of the Properties are included or, to the knowledge of the Offerors, proposed for inclusion, on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or, to the knowledge of the Offerors, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Law or issued by any other Governmental Entity, (vi) none of the Company, any Subsidiary, any of their respective agents or, to the knowledge of the Offerors, any other person or entity for whose conduct any of them is or may be held responsible, has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Material at any of the Properties, except in compliance with all applicable Environmental Laws, which violationsand has not transported or arranged for the transport of any Hazardous Material from the Properties to another property, remedial actions except in compliance with all applicable Environmental Laws, (vii) no lien has been imposed on the Properties by any Governmental Entity in connection with the presence on or off such Property of any Hazardous Material, and liabilities(vii) neither the Company nor any Subsidiary nor, to the knowledge of the Offerors, any other person or entity for whose conduct the Company or any Subsidiary is or may be held responsible, has entered into or been subject to any consent decree, compliance order, or administrative order with respect to the Properties or any facilities or improvements or any operations or activities thereon. (b) As used herein, “Hazardous Materials” shall include, without limitation, any flammable materials, explosives, radioactive materials, hazardous materials, hazardous substances, hazardous wastes, toxic substances or related materials, asbestos, petroleum, petroleum products and any hazardous material as defined by any federal, state or local environmental law, statute, ordinance, rule or regulation, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§5101-5127, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§11001-11050, the Toxic Substances Control Act, 15 U.S.C. §§2602-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§136-136y, the Clean Air Act, 42 U.S.C. §§7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§1251-1387, the Safe Drinking Water Act, 42 U.S.C. §§300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. §§651-678, and any analogous state laws, as any of the above may be amended from time to time and in the regulations promulgated pursuant to each of the foregoing (including environmental statutes and laws not specifically defined herein) (individually, an “Environmental Law” and collective, the “Environmental Laws”) or by any Governmental Entity. (c) In the ordinary course of their respective businesses, the Company and each Subsidiary periodically review the effect of Environmental Laws on their respective businesses, operations and properties, and periodically identify and evaluate associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such reviews and the amount of their respective established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Loan Parties and their respective Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability under or responsibility for violation of, or otherwise relating to, to violations of any Environmental Law that couldon their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed otherwise set forth in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect5.09, (i1) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Restricted Subsidiaries is listed or, to the knowledge of any Responsible Officer of any Loan Party or its Restricted Subsidiaries, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial, territorial, municipal or local list or is adjacent to any such propertylist; (ii2) there are no and to the knowledge of any Responsible Officer of any Loan Party or its Restricted Subsidiaries never have been any underground or aboveground 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 or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries orRestricted Subsidiaries; (3) there is no asbestos or asbestos-containing material on, to its knowledge, on at or in any property formerly owned currently owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iv4) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedRestricted Subsidiaries, discharged in the case of each of clauses (1) – (4) in a manner, condition, form or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations amount which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise reasonably be expected to liability under, Environmental Laws, which violations, remedial actions and liabilitiesresult, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (dc) Except as specifically disclosed otherwise set forth on Schedule 5.09, or as could not, individually or in Schedule 5.09(d)the aggregate, reasonably be expected to have a Material Adverse Effect, (1) neither the Borrower any Loan Party nor any of its Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (e2) All 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 any of its Restricted Subsidiaries have been disposed of in a manner which could not reasonably expected to resultresult in liability to any Loan Party or any of its Restricted Subsidiaries. (d) Except as could not reasonably be expected, 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 have a Material Adverse Effect, none the Loan Parties and their respective Restricted Subsidiaries: (i) are, and have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and have been, in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their Subsidiaries has contractually assumed respective Restricted Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any liability additional Environmental Permits that may be required of any of them will be timely obtained and complied with, and compliance with any Environmental Law that is or obligation under or relating is expected to become applicable to any Environmental Lawof them will be timely attained and maintained.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the any Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no pending or, to the knowledge of the Borrower, threatened claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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, to the knowledge of the Borrower, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, or on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The To the knowledge of the Borrower, the properties currently or formerly owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All To the knowledge of the Borrower, all Hazardous Materials generated, used, treated, handled transported by or stored at, on behalf of any Loan Party or transported to or from, any of its Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries for off-site disposal have been disposed of in a manner not reasonably expected 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) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all Environmental Laws.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b3.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties, there are no no, and never have been been, any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties, there is no asbestos or 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 Subsidiaries; and (iv) to the knowledge of the Loan Parties, Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Loan Parties and the their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d3.09(d), neither the Borrower any Loan Party nor any of its their Subsidiaries is undertaking, and or has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 Borrowers have 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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by Holdings and each of its Subsidiaries now or in the Company and the Subsidiaries past do not contain contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (i) constitute, constitute or constituted a violation of, of applicable Environmental Laws or (ii) require remedial action could give rise to liability under applicable Environmental Laws, except where, in the case of clauses (i) or (ii), such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (b) Holdings and each of its Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could reasonably be expected to interfere with the continued operation of such properties or impair the fair saleable value thereof, except for any such noncompliance or contamination that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iiic) Neither Holdings nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws, nor does Holdings or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened, except where such violation, alleged violation, non-compliance, liability or potential liability which is the subject of such notice could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (d) Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by Holdings and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, which violationsnor have any Hazardous Materials been generated, remedial actions and liabilitiestreated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Laws, except where such violation or liability could not reasonably be expected, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.; (de) Except No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which Holdings and its Subsidiaries are or will be named as specifically disclosed a potentially responsible party with respect to such properties or operations conducted in Schedule 5.09(d)connection therewith, neither the Borrower 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 Holdings or any of its Subsidiaries is undertakingor such properties or such operations, and has except where such proceeding, action, decree, order or other requirement could not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action thatreasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (f) There has been no release, or to the best of Holdings' and the Borrower's knowledge, threat of release, of Hazardous Materials at or from properties owned, leased or operated by Holdings or any of its Subsidiaries, now or in the past, in violation of or in amounts or in a manner that could reasonably expected to give rise to liability under Environmental Laws, except where such violation or liability could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected to resultexpected, individually or in the aggregate, in to have 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) There are no claims, actions, suits, None of the Loan Parties or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any of their respective Subsidiaries: (i) has failed to comply with any Environmental Law that couldor to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received written or, to the knowledge of any Loan Party, verbal notice of any pending or, to the knowledge of the Loan Parties, threatened claim or other proceeding with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability of any Loan Party or any of their respective Subsidiaries, 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 5.09(b) or except as could would not reasonably be expected to haveto, individually or in the aggregate, result in a Material Adverse Effect, (i) none of the properties currently or or, to the knowledge of the Loan Parties, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties, there are no and never have been any underground or aboveground 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 or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties, there is no asbestos or asbestos-containing material on any property currently owned owned, leased or operated by any Loan Party or any of its Subsidiaries; and (iv) to the knowledge of the Loan Parties, Hazardous Materials have not been releasedReleased, discharged or disposed of by any Person and are not otherwise present on any property currently or formerly formerly, owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened 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 except for such investigation or assessment or remedial or response action thatas would not reasonably be expected to, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. ; and (eii) All to the knowledge of the Loan Parties, all generation, use, treatment, handling or storage of Hazardous Materials generated, used, treated, handled or stored at, or transported transportation of Hazardous Materials to or from, any property currently or formerly owned owned, leased or operated by any Loan Party or any of its Subsidiaries, and all such activities by the Loan Parties and their Subsidiaries at any location, have been disposed of done in a manner which would not reasonably be expected to resultto, individually or in the aggregate, result 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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, Except with respect to any Environmental Law that couldmatters that, individually or in the aggregate, are not reasonably be expected likely to have result in a Material Adverse Effect, neither Holdings, the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permit or to provide any notification required under any Environmental Law or has become subject to any Environmental Liability or is conducting or financing any investigation, response or corrective action pursuant to any Environmental Law at any location; or (ii) knows of any basis for Environmental Liability. (b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected likely to haveresult in, individually or in the aggregate, a Material Adverse Effect, to the Borrowers knowledge, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party Holdings, the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are has been no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Release of Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party Holdings, the Borrower or any of its Subsidiaries and there has been no Release of Hazardous Materials have not otherwise been releasedby Holdings, discharged the Borrower or disposed of by any of the Loan Parties and their its Subsidiaries at any other location. (c) The properties ownedTo the Borrowers knowledge, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) 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 Holdings, the Borrower or any of its Subsidiaries have been disposed of in a manner not reasonably expected likely to resultresult in, 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Company nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claimspending or, to the knowledge of any Restricted Subsidiary, threatened, actions, suits, proceedings, demands or proceedings claims alleging potential liability or responsibility for violation of, or otherwise relating toliability under, any Environmental Law and relating to businesses, operations or properties of any Restricted Subsidiary that 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, have a Material Adverse Effect, (i) none of the properties currently or, to the knowledge of Holdings or any Restricted Subsidiary, formerly owned, leased or operated by any Loan Party Holdings or any of its Subsidiaries Restricted Subsidiary is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii) there are no and and, to the knowledge of Holdings or any Restricted Subsidiary, never have been any underground or 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 Holdings or any Restricted Subsidiary or, to its knowledge, on, at or under any property formerly owned, leased or operated by any Loan Party Holdings or any Restricted Subsidiary during or prior to the period of its Subsidiaries or, to its knowledge, on any property formerly owned such ownership or operated by any Loan Party or any of its Subsidiariesoperation; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Loan Party Holdings or any of its SubsidiariesRestricted Subsidiary; and (iv) there has been no Release of Hazardous Materials have not been releasedon, discharged at, under or disposed of by any Person on from any property currently currently, or to the knowledge of Holdings or any Restricted Subsidiary, formerly owned, leased owned or operated by any Loan Party Holdings or any Restricted Subsidiary or, to the knowledge of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings or any Restricted Subsidiary, discharged any offsite locations to which Holdings or disposed of by any of the Loan Parties and their Subsidiaries at Restricted Subsidiary sent any other locationwastes for treatment or disposal. (c) The properties owned, leased real property and material personal property currently owned or operated by the Company and the Subsidiaries do not any Restricted Subsidiary does not, in each case, contain any Hazardous Materials in amounts or concentrations which that (i) constitute, or constituted a violation of, (ii) require response or remedial action under under, or (iii) could give rise to result in Holdings or such Restricted Subsidiary incurring liability under, under Environmental Laws, ; which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor None of Holdings or any of its Subsidiaries Restricted Subsidiary is undertaking, and none of Holdings or any 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 except for any such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 Holdings or any of its Subsidiaries Restricted Subsidiary have been disposed of in a manner which could not reasonably be expected to resultresult in, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would not reasonably be expected Holdings and each Restricted Subsidiary has made available to resultthe Administrative Agent and the Lenders all (i) material environmental investigations and studies and (ii) environmental reviews or other material environmental analysis, individually or that, in each case, are in the aggregate, in a Material Adverse Effect, none possession of Holdings or any Restricted Subsidiary and relate to the Loan Parties and their Subsidiaries has contractually assumed business operations or property of Holdings or any liability or obligation under or relating to any Environmental LawRestricted Subsidiary.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, either 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, either individually or in the aggregate, a Material Adverse Effect, : (i) none of the properties currently or formerly owned, leased or operated by any Loan Party the Company or any of its the Company’s Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party the Company or any of its the Company’s Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party the Company or any of its the Company’s Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party the Company or any of its the Company’s Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party the Company or any of its the Company’s Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by the Company or any of the Loan Parties and their Company’s Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and or any of the Company’s Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither None of the Borrower nor Company or any of its the Company’s Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 the Company or any of its the Company’s Subsidiaries have been disposed of in a manner not reasonably expected to result, either individually or in the aggregate, in a Material Adverse Effect. (f) Except as would 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 Company or any of the Company’s Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldExcept as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each member of the Restricted Group’s operations and properties are in compliance with all applicable Environmental Laws and Environmental Permits and no member of the Restricted Group is subject to any Environmental Liability. (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 or, to the knowledge of the Borrower, formerly owned, leased owned or operated by any Loan Party or any member of its Subsidiaries the Restricted Group is listed or or, to the knowledge of the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreignnon-U.S., U.S. state or local list or or, to the knowledge of the Borrower, is adjacent to any such property; , (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party member of the Restricted Group requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to any of its Subsidiaries; Environmental Law and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of the Borrower, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any member of the Loan Parties Restricted Group, except for such releases, discharges and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials disposals that were in amounts or concentrations which (i) constitutecompliance with, or constituted a violation of, (ii) require remedial action under or (iii) could would not reasonably be expected to give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (dc) Except as specifically disclosed in Schedule 5.09(d), neither No member of the Borrower nor any of its Subsidiaries Restricted Group is undertaking, and has members of the Restricted Group have 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 release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectLaw. (ed) 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 any member of its Subsidiaries the Restricted Group have been disposed of in a manner not reasonably expected to result, individually or result in the aggregate, in liability to 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 member of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental LawRestricted Group.

Environmental Compliance. (a) There are no claimsNo Obligor or any Subsidiary (i) has, actionsto the knowledge of the Obligors and their respective Subsidiaries, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, failed to comply with any Environmental Law that couldor to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law with respect to such Obligor’s or Subsidiary’s operations, (ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability except, in each case, as has not resulted, and would not, individually or in the aggregate, reasonably be expected to have result in 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, leased owned or operated by any Loan Party Obligor or any of its Subsidiaries Subsidiary is listed or or, to the actual knowledge of the Obligors, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) to the actual knowledge of the Obligors and except for distilled spirits and/or distilled spirits mixtures produced in the Ordinary Course of Business, there are no and never have been any underground or aboveground 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party Obligor or any of its SubsidiariesSubsidiary; (iii) to the knowledge of the Obligors, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party Obligor or any of its SubsidiariesSubsidiary; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Obligor or Subsidiary in violation of Environmental Laws or, to the actual knowledge of the Obligors, by any other Person in violation of Environmental Laws on any property currently or formerly owned, leased owned or operated by any Loan Party Obligor or any Subsidiary, except in the case of its Subsidiaries this clause (iv) as has not resulted and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilitieswould not, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (dc) Except as specifically disclosed would not individually or in Schedule 5.09(d)the aggregate reasonably be expected to result in Environmental Liabilities on the part of the Obligors and their Subsidiaries in excess of $100,000, neither the Borrower nor no Obligor or any of its Subsidiaries Subsidiary is undertaking, and no Obligor or any Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; and all Hazardous Materials generated, used, treated, handled or stored by any Obligor or any Subsidiary at, or transported to or fromfrom by or on behalf of any Obligor or any Subsidiary, any property currently or formerly owned or operated by any Loan Party Obligor or any Subsidiary have, to the actual knowledge of its Subsidiaries have the Obligors, been disposed of in a manner not reasonably expected to result, individually or in the aggregate, result 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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-asbestos- containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain Neither any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually result in material liability to any Loan Party or in the aggregate, in a Material Adverse Effectany of its Subsidiaries. (fd) 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 No Environmental Incident has contractually assumed any liability or obligation under or relating to any Environmental Lawoccurred.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain Neither any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Loan Party nor any of its Subsidiaries is undertaking, and no Loan Party or Subsidiary has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Loan Parties and their respective Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability under or responsibility for violation of, or otherwise relating to, to violations of any Environmental Law that couldon their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed otherwise set forth in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect5.09, (i1) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Restricted Subsidiaries is listed or, to the knowledge of any Responsible Officer of any Loan Party or its Restricted Subsidiaries, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii2) there are no and to the knowledge of any Responsible Officer of any Loan Party or its Restricted Subsidiaries never have been any underground or aboveground 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 or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries orRestricted Subsidiaries; (3) there is no asbestos or asbestos-containing material on, to its knowledge, on at or in any property formerly owned currently owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iv4) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedRestricted Subsidiaries, discharged in the case of each of clauses (1) – (4) in a manner, condition, form or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations amount which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise reasonably be expected to liability under, Environmental Laws, which violations, remedial actions and liabilitiesresult, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (dc) Except as specifically disclosed otherwise set forth on Schedule 5.09, or as could not, individually or in Schedule 5.09(d)the aggregate, reasonably be expected to have a Material Adverse Effect, (1) neither the Borrower any Loan Party nor any of its Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (e2) All 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 any of its Restricted Subsidiaries have been disposed of in a manner which could not reasonably expected to resultresult in liability to any Loan Party or any of its Restricted Subsidiaries. (d) Except as could not reasonably be expected, 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 have a Material Adverse Effect, none the Loan Parties and their respective Restricted Subsidiaries: (i) are, and have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and have been, in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their Subsidiaries has contractually assumed respective Restricted Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any liability additional Environmental Permits that may be required of any of them will be timely obtained and complied with, and compliance with any Environmental Law that is or obligation under or relating is expected to become applicable to any Environmental Lawof them will be timely attained and maintained.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 To the best knowledge of the Primary Shareholders, neither the Company nor any operator of the Company's properties currently is in violation, or formerly ownedalleged to be in violation, leased or operated by of any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreignfederal, state or local list judgment, decree, order, consent agreement, law (including common law), license, rule or is adjacent regulation pertaining to environmental health or safety matters, including, without limitation, those arising under the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, as amended, Water Act, as amended, the Federal Clean Air Act, as amended, the Toxic Substances Control Act, or any such property; state or local analogue (hereinafter "Environmental Laws"). (ii) there are no and never have been Neither the Company nor any underground Primary Shareholder has received a notice, complaint, order, directive, claim or aboveground storage tanks citation from any third party, including, without limitation, any federal, state or local governmental authority, indicating or alleging that the Company or any surface impoundments, septic tanks, pits, sumps predecessor may have any liability or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on obligation under any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; Environmental Law. (iii) there is To the best of Primary Shareholders' knowledge (A) no asbestos portion of the property of the Company has been used by any person for the generation, handling, processing, treatment, storage or disposal of Hazardous Materials except in accordance with applicable Environmental Laws; (B) no underground tank or other underground storage receptacle for Hazardous Materials, asbestos-containing material materials or polychlorinated biphenyls are located on any property currently owned portion of any location occupied by the Company each of which is listed as a Site on Exhibit A; (C) in the course of any activities conducted by the Company or operated by any Loan Party its invitees, agents, contractors, licensees or any employees in connection with the Business of its Subsidiariesthe Company, no Hazardous Materials have been generated or are being used except in accordance with applicable Environmental Laws; and (ivD) there have been no releases (i.e., any past or present releasing, spilling, leaking, leaching, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened releases of Hazardous Materials have not been releasedon, discharged upon, into or disposed of by any Person on any from the property currently or formerly owned, operated or leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental LawsCompany, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.releases

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower and its Subsidiaries have concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party the Borrower or any of its Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party the Borrower or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party the Borrower or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased on, discharged under, in or disposed of by any Person on from any property currently or formerly owned, leased owned or operated by any Loan Party the Borrower or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower nor any of its Subsidiaries is undertaking, and or has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened 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 except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not operation that would reasonably be expected to result in have a Material Adverse Effect. (e) 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 the Borrower or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually result in material liability to the Borrower or in any of its Subsidiaries; and the aggregate, in a Material Adverse EffectBorrower or any of its Subsidiaries have not received any request for information pursuant to Section 104(e) of CERCLA. (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) There are no claims, actions, suits, or proceedings The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, have a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; ; (iiic) there each of the Loan Parties is no in compliance with OSHA requirements respecting friable asbestos or asbestos-and asbestos containing material materials, if any, located on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party Subsidiaries or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedportion thereof, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties ownedexcept where non-compliance could not, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, either individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.; (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) 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 any of its Subsidiaries have been generated, used, treated, handled, stored, transformed and disposed of in a manner not reasonably expected to resultcompliance with Environmental Laws, except where non-compliance, either individually or in the aggregate, in could not reasonably be expected to have 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. Except as disclosed on Schedule 5.08: (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected With respect 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 of the properties currently or formerly owned, leased owned or operated by any Loan Party Covenant Entity, or to the knowledge of any of its Subsidiaries Covenant Entity, any property formerly owned or operated by any Covenant Entity, no such property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent list; (b) to the knowledge of any such property; Covenant Entity, (iiA) there are no and have never have been any underground or aboveground 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, leased owned or operated by any Loan Party Covenant Entity or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; Covenant Entity and (iiiB) there is no friable asbestos or asbestos-containing asbestos‑containing material on any property currently owned or operated by any Loan Party or any of its SubsidiariesCovenant Entity; and and (ivc) Hazardous Materials have not been released, discharged or disposed of by any Person Covenant Entity on any property currently or to the knowledge of any Covenant Entity formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any Covenant Entity in excess of the Loan Parties applicable legal limit; in each case of (a), (b) and their Subsidiaries at any other location. (c) The properties ownedabove, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilitiesother than such matters which, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries (i) No Covenant Entity is undertaking, and nor has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. and (eii) All 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 any of its Subsidiaries Covenant Entity have been disposed of in a manner not reasonably expected to resultresult 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, in could not reasonably be expected to have 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) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law in connection with the initial acquisition of an Investment Property and any subsequent refinancing of an Investment Property, and as a result thereof the Parent Guarantors and the Borrower have reasonably concluded that couldsuch Environmental Laws and claims could not, 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 To the aggregate, a Material Adverse Effectknowledge of the Borrower and the Parent Guarantors, (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on on, at or in any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedin violation of applicable Environmental Law, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which each case with respect to items (i) constitute, or constituted a violation of), (ii) require remedial action under or ), (iii) could give rise to liability underor (iv) in a manner, Environmental Laws, form or amount which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (dc) Except as specifically disclosed in Schedule 5.09(d)To the knowledge of the Borrower and the Parent Guarantors, neither the Borrower any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal 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 Law, except for such investigation investigations or assessment or remedial or response action that, individually or in the aggregate, actions which could not reasonably be expected to result in a Material Adverse Effect. (ed) All Hazardous Materials generatedTo the knowledge of the Borrower and the Parent Guarantors, usedthe Loan Parties and their respective Subsidiaries: (i) are, treatedand within the period of all applicable statutes of limitation have been, handled in compliance in all material respects with all applicable Environmental Laws; (ii) hold or stored at, or transported have required in the respective leases of an Investment Property the applicable tenant to or from, any property currently or formerly owned or operated by any Loan Party or hold all Environmental Permits required for any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually such tenant’s current operations or for any Investment Property that is included in the aggregateBorrowing Pool; (iii) are, and within the period of all applicable statutes of limitation have been, in a Material Adverse Effect. compliance with all of their Environmental Permits; and (fiv) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none extent within the control of the Loan Parties and their Subsidiaries has contractually assumed respective Subsidiaries, each of their tenants’ Environmental Permits will be timely renewed and complied with, any liability or obligation under or relating additional Environmental Permits that may be required of any of them will be timely obtained and complied with, without material expense to any Loan Party or Subsidiary thereof, and compliance with any Environmental LawLaw that is applicable to any of them will be timely attained and maintained, without material expense to any Loan Party or Subsidiary thereof.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Loan Parties and their respective Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims are not, 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 for matters that are not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, : (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties (other than operating tanks present at the terminals or at other properties of the Loan Parties), there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its SubsidiariesParty; (iii) to the knowledge of the Loan Parties, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its SubsidiariesParty; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse EffectParty. (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) There are no claimsEach Loan Party and their respective Subsidiaries is in compliance in all material respects with the requirements of all Environmental Laws and all orders, actionswrits, suitsinjunctions 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 comply therewith, either individually or 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its their respective Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or Party, any of its their respective Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its their respective Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its their respective Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its their respective Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials that in amounts or concentrations which each case referred to in clauses (i) constitute, or constituted a violation of, through (iiiv) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, above individually or in the aggregateaggregate has had, or could reasonably be expected to result in have, a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened 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 except for such investigation or assessment or remedial or response action thatLaw, in each case that individually or in the aggregateaggregate has had, or could not reasonably be expected to result in have, a Material Adverse Effect. (e) All ; 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 of its their respective Subsidiaries have been disposed of in a manner not reasonably expected to resultresult in liability to any Loan Party or 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. (f) Except as would not reasonably be expected . Notwithstanding anything set forth in this Agreement or any other Loan Document to resultthe contrary, individually or the representations and warranties set forth in this Section 5.09 are the aggregatesole representations and warranties in any Loan Document with respect to environmental matters, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or including those relating to any Environmental LawLaws or Hazardous Materials.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties and their Subsidiaries, there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties or any of their Subsidiaries, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its their Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and or any of their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Loan Parties and the their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, constitute or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither None of the Borrower nor Loan Parties or any of its their Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation investigations or assessment assessments or remedial or response action actions that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its their Subsidiaries have been disposed of in a manner not reasonably expected 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 or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. Except as set forth on Section 4.6 of the Disclosure Schedules: (ai) There are no claimswritten notice, actionsrequest for information, suitsclaim, demand, order, complaint or proceedings alleging potential liability penalty, in all cases, related to any actual or responsibility for alleged violation of, or otherwise relating toliability arising under, any Environmental Law that couldhas not been fully resolved, individually has been received by the Sellers and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of Sellers, threatened, which allege a violation of or liability under any Environmental Laws in each case relating to 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertySellers; (ii) there the Sellers have all Permits necessary for their operations to comply with all applicable Environmental Laws and are in compliance in all material respects with the terms of such Permits and with all other applicable Environmental Laws; (iii) to the knowledge of Sellers, no and never have been pollutants, contaminants, wastes, chemicals, materials, substances or constituents of any underground nature, the presence of which requires investigation, remediation, or aboveground storage tanks corrective action under Environmental Law, including, without limitation, explosive or any surface impoundmentsradioactive substances or petroleum or petroleum distillates, septic tanksasbestos or asbestos-containing materials, pitspolychlorinated biphenyls or radon gas (collectively, sumps “Hazardous Material”) are located at, in, or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on under any property currently owned, operated or leased by the Sellers, in all cases, in a condition or operated by manner that would reasonably be expected to give rise to any Loan Party material liability or obligation of the Sellers under any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its SubsidiariesEnvironmental Laws; and (iv) no Hazardous Materials have not Material has been releaseddischarged, discharged disposed of, or disposed of released by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any Sellers with respect to Sellers’ utilization of the Loan Parties and Purchased Assets or their Subsidiaries at any other location. (c) The properties owned, leased or operated by operation of the Company and the Subsidiaries do not contain any Hazardous Materials Business in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could manner that would reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating give rise to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 material liability or obligation of the Sellers under or relating to any Environmental LawLaws.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain Neither any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operationoperation that would reasonably be expected to have a Material Adverse Effect, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. Except as set forth on Schedule 5.09, (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilitiesexcept that which, individually or in the aggregate, could would not reasonably be expected to result in have a Material Adverse Effect.; and (db) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, result 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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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) neither the Loan Party nor any of its Subsidiaries has failed to comply with any Environmental Law or to obtain or comply with any permit, license or approval required under any Environmental Law; (ii) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (iiiii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iiiiv) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (ivv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 or has otherwise become subject to, or knows of any liability or obligation under or relating to basis for, any Environmental LawLiability.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties or any of their Restricted Subsidiaries, there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties or any of their Restricted Subsidiaries, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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) writing to the Administrative Agent and the Lenders on or prior to the Closing Date or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or or, to the knowledge of the Loan Parties, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such propertylist; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundmentsto the knowledge of the Loan Parties, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or 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 Subsidiaries; and (iviii) to the knowledge of the Loan Parties, Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location, in each case, which require remedial action under, or could give rise to liability pursuant to Environmental Law. (c) The To the knowledge of the Loan Parties, the properties owned, leased or operated by the Company Loan Parties and the their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under or (iii) could give rise to liability under, of Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)writing to the Administrative Agent and the Lenders on or prior to the Closing Date, neither the Borrower any Loan Party nor any of its their Subsidiaries is undertaking, and has not 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 release, discharge or disposal of Hazardous Materials at any site, site or location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All To the knowledge of the Loan Parties, all actions concerning the disposal of 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 any of its Subsidiaries have been disposed of conducted in a manner not reasonably expected 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 any Environmental Law or relating to the investigation or remediation of any Environmental LawHazardous Materials.

Environmental Compliance. (a) There are no claims, actions, suitsExcept as specifically disclosed in Schedule 5.09, or proceedings alleging potential liability or responsibility for violation ofexcept, or otherwise relating toin each case, any Environmental Law that couldas would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) No Loan Party or any Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (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 or, to the knowledge of the Loan Parties, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; list, (ii) there are no and and, to the knowledge of the Loan Parties, never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries Subsidiary thereof or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; Subsidiary thereof, and (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of the Loan Parties, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiary thereof. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, No Loan Party or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action thatLaw, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. and (eii) 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 any of its Subsidiaries Subsidiary thereof, have been disposed of of, at all times during which such property was owned or operated by any Loan Party or any Subsidiary thereof, in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any Subsidiary thereof.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Holdings and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (ai) There are no claimsThe Corporation is, actionsand has at all times been, suitsin compliance with all Environmental Laws, which compliance has included obtaining and complying at all times with all approvals, authorizations, consents, licenses, notifications, Orders, registrations, and permits (and all or any conditions attaching thereto) of all Governmental Bodies required under Environmental Laws, (ii) the Corporation has not treated, stored, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released, or proceedings alleging potential liability exposed any Person to, any Hazardous Materials, or responsibility for owned or operated any property or facility that is or has been contaminated by any Hazardous Materials that may give rise to any current or future Liabilities, (iii) the Corporation has not received any notice regarding any actual or alleged violation of, or otherwise relating any Liability under, Environmental Laws, (iv) the Corporation has no Liability with respect to the presence or alleged presence of asbestos, silica, or other Hazardous Materials in any product or item or at or upon any property or facility, (v) the Corporation has not assumed, provided an indemnity with respect to, or otherwise become subject to, Liabilities of any other Person relating to Hazardous Materials or Environmental Law that couldLaws, individually (vi) there are no Claims pending or threatened against the Corporation related to Hazardous Materials or Environmental Laws, and (vii) no capital expenditures are necessary for the Corporation to continue to operate the Corporation’s business in the aggregate, reasonably be expected to have a Material Adverse Effectcompliance with Environmental Laws. (b) Except as specifically disclosed The Corporation has provided Parent all environmental reports, assessments, and audits, in Schedule 5.09(b) each case relating to its or except as could not reasonably be expected to haveits Affiliates’ past or current operations or properties that the Corporation or its Affiliates occupies or occupied, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never that have been any underground provided to, prepared by, obtained, possessed, or 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, leased or operated by any Loan Party or any of its Subsidiaries or, otherwise available to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationCorporation. (c) The properties ownedNo Conflict Minerals are necessary to the functionality or production of, leased or operated are used in the production of, any Corporation Product or any product currently proposed to be manufactured by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts Corporation or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or on its behalf in the aggregate, could reasonably be expected to result in a Material Adverse Effectfuture. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no pending or, to the knowledge of Borrower, threatened claims, actions, suits, or proceedings by or against the Borrower or any Subsidiary alleging potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party Obligor or any of its Subsidiaries other Subsidiary, or, to its knowledge, on any property formerly owned or operated by any Loan Party Obligor or any of its Subsidiariesother Subsidiary; (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party Obligor or any of its Subsidiariesother Subsidiary; and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on Obligor or any property other Subsidiary at any location in a manner which would give rise to liability under applicable Environmental Laws. (c) The properties currently or formerly owned, leased or operated by any Loan Party or any of the Borrower and its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (iii) could give rise to liability under, applicable Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the The Borrower nor or any of its Subsidiaries is are not undertaking, and has or have not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned or operated by any Loan Party Obligor or any of its Subsidiaries other Subsidiary for off-site disposal have been disposed of in a manner not reasonably expected 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 Obligor Group nor any other Subsidiary has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (g) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Obligor Group and their Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws.

Environmental Compliance. (a) There are no pending or, to the knowledge of Holdings or the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrowers and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower Borrowers nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, at or transported to by or from, on behalf of Holdings or any of its Restricted Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries for off-site treatment or disposal have been treated or disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable 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 Fifth Restatement Effective Date, the Lead Borrower has made available to the Agents 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 Property 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. (i) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws and have all Environmental Permits which are in full force and effect.

Environmental Compliance. To the Loan Parties’ knowledge: (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (cb) The properties owned, leased or operated by the Company and the Subsidiaries do not contain Neither any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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) 5.09 or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or or, to the knowledge of the Company, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the knowledge of the Company, is adjacent to any such property; and (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of the Company, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location, in each case in a manner that could reasonably be expected to result in Environmental Liability. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)5.09, neither the Borrower Company nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law Law, except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, by any Loan Party or any of its Subsidiaries, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties and their Subsidiaries, there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties or any of their Subsidiaries, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its their Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and or any of their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Loan Parties and the their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, constitute or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither None of the Borrower nor Loan Parties or any of its their Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation investigations 100 or assessment assessments or remedial or response action actions that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its their Subsidiaries have been disposed of in a manner not reasonably expected 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 or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower and its Subsidiaries have concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party the Borrower or any of its Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party the Borrower or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party the Borrower or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased on, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually in or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned or operated by any Loan Party the Borrower or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse EffectSubsidiaries. (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. (ai) There are no claimsNeither AWS nor any Affiliate has generated, actionsused, suitstransported, treated, stored, released or proceedings alleging potential liability or responsibility for violation disposed of, or otherwise relating toknowingly permitted anyone else to generate, use, transport, treat, store, release or dispose of any Environmental Law that couldHazardous Substance at, individually on or in connection with the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b) ownership or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none occupancy of the properties currently or formerly owned, leased or operated by Transferred Multi-Area Assets in violation of any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertyapplicable Environmental Laws; (ii) there are no and never have has not been any underground generation, use, transportation, treatment, storage, release or aboveground storage tanks disposal of any Hazardous Substance in connection with AWS’s or any surface impoundmentsan Affiliate’s ownership, septic tanks, pits, sumps occupancy or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any use of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiariesthe Transferred Multi-Area Assets; (iii) there is no asbestos has not been any generation, use, transportation, treatment, storage, release or asbestos-containing material on disposal of any Hazardous Substance on, in or under any property currently or facility owned or operated leased by any Loan Party AWS or any of its Subsidiaries; an Affiliate and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or included in the aggregate, could Transferred Multi-Area Assets which has created or might reasonably be expected to result create any Liability under any applicable Environmental Law; (iv) any Hazardous Substance handled or dealt with by AWS or an Affiliate at, on or in a Material Adverse Effect. connection with the ownership or occupancy of the Transferred Multi-Area Assets has been and is being handled or dealt with in material compliance with all Environmental Laws; (dv) Except as specifically disclosed the operation of the Multi-Area Business by AWS and its Affiliates is in Schedule 5.09(d), neither the Borrower nor compliance with all Environmental Laws; and (vi) there are no claims against AWS or any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible Affiliate by third parties, any investigation or assessment or remedial or response action relating to any actual including Governmental Authorities, pending or threatened releaseunder Environmental Laws arising out of AWS’s or any Affiliate’s ownership, discharge construction or disposal use of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority Transferred Multi-Area Assets or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 condition of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental LawTransferred Multi-Area Assets.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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) 5.09 or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries Properties do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)5.09, neither the any Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. Except as set forth in the Disclosure Schedule: (a) There are no claimsNeither the Company or any Subsidiary, actionsnor any previous owner, suitstenant, occupant or user of any property owned or leased by or to the Company or a Subsidiary (the "Properties") engaged in or permitted, direct or indirect, operations or activities upon, or proceedings alleging potential liability any use or responsibility for violation ofoccupancy of the Properties, or otherwise relating any portion thereof, for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, emission, release, discharge, refining, dumping or disposal of any Environmentally Regulated Materials (whether legal or illegal, accidental or intentional, direct or indirect) on, under, in or about the Properties, or transported any Environmentally Regulated Materials to, from or across the Properties, nor are any Environmental Law that couldEnvironmentally Regulated Materials presently constructed, individually deposited, stored, placed or otherwise located on, under, in or about the aggregateProperties, reasonably be expected nor have any Environmentally Regulated Materials migrated from the Properties upon or beneath other properties, nor have any Environmentally Regulated Materials migrated or threatened to migrate from other properties upon, about or beneath the Properties. The Properties do not contain any: (i) underground or aboveground storage tanks; (ii) asbestos; (iii) equipment containing polychlorinated biphenyls ("PCBs"); (iv) underground injection wellx; xx (v) septic tanks in which process waste water or any Environmentally Regulated Materials have a Material Adverse Effectbeen disposed. (b) Except as specifically disclosed No violation or noncompliance with any Environmental Law has occurred with respect to the Properties or to the operations conducted on the Properties by the Company or any Subsidiary; the Company and each Subsidiary has obtained all required Permits, and the Company, the Subsidiaries, and the Properties are in Schedule 5.09(b) or except as could not reasonably be expected to havecompliance with all Environmental, individually or Safety and Health Laws including, without limitation, all applicable restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the aggregateEnvironmental, a Material Adverse EffectSafety and Health Laws or contained in any regulation, (i) none of the properties currently code, plan, order, decree, judgment, injunction, notice or formerly owneddemand letter issued, leased entered, promulgated or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationapproved thereunder. (c) The properties ownedNo enforcement, leased investigation, cleanup, removal, remediation or operated response or other governmental or regulatory actions have been, asserted or threatened with respect to operations conducted on the Properties by the Company and or any Subsidiary or against the Company or the Subsidiaries do not contain with respect to or in any Hazardous Materials way regarding the Properties pursuant to any Environmental Law; (d) There are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in amounts any way affecting the Company or concentrations which any Subsidiary or their business or assets that violate, or may violate after the Closing, any Environmental Law, or that may give rise to any Environmental Liability, or otherwise form the basis of any claim, action, demand, suit, Proceeding, hearing, study or investigation (i) constitute, or constituted a violation ofunder any Environmental Law, (ii) require remedial action under based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of any Environmentally Regulated Material, (iii) could give rise resulting exposure to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually workplace hazards or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (div) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.resulting

Environmental Compliance. (a) There are no pending or, to the knowledge of Borrower, threatened claims, actions, suits, or proceedings by or against the Borrower or any Subsidiary alleging potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries other Subsidiary or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiariesother Subsidiary; (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiariesother Subsidiary; and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties or any property other Subsidiary at any location in a manner which would give rise to liability under applicable Environmental Laws. (c) The properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties Obligors and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the respective Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (iii) could give rise to liability under, applicable Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor The Obligors or any of its their respective Subsidiaries is are not undertaking, and has or have not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned or operated by any Loan Party Obligor or any Subsidiary of its Subsidiaries any Obligor for off-site disposal have been disposed of in a manner not reasonably expected 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 Obligor Group or any Subsidiary or any Obligor has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (g) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each other Subsidiary and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldExcept as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) The Restricted Group and their respective operations and properties are in compliance with all applicable Environmental Laws and Environmental Permits and none of the Restricted Group are subject to any Environmental Liability. (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 or, to the knowledge of the Borrower, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries Restricted Group Member is listed or or, to the knowledge of the Borrower, proposed for listing on the NPL or on the CERCLIS SEMS or any analogous foreign, state state, provincial, territorial or local list or is adjacent to any such property; list, (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party Restricted Group Member requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to any of its Subsidiaries; Environmental Law and (iviii) Hazardous Materials have not been released, discharged or disposed Released and there exists no threat of by any Person Release of Hazardous Materials on any property currently or or, to the knowledge of the Borrower, formerly owned, leased owned or operated by any Loan Party Restricted Group Member, except for such Releases or threats of Releases that were in compliance with, or would not reasonably be expected to give rise to liability of any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by Restricted Group Member under any of the Loan Parties and their Subsidiaries at any other locationEnvironmental Law. (c) The properties owned, leased or operated by None of the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries Restricted Group is undertaking, and 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 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 except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectLaw. (ed) All Hazardous Materials Released, 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 any of its Subsidiaries Restricted Group Member have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as that would not reasonably be expected to result, individually or result in the aggregate, in a Material Adverse Effect, none liability to any Restricted Group Member. (e) None of the Loan Parties and their Subsidiaries Restricted Group has contractually assumed any liability received notice of or obligation under or relating is subject to any claim, action, proceeding or suit with respect to any actual or alleged Environmental LawLiability.

Environmental Compliance. (a) There are no claimsExcept for such matters which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, actionsthe Company, suitsthe Operating Partnership and each of the Subsidiaries has complied and is in compliance with all Environmental Laws (as hereinafter defined). (b) Except for such notices relating to matters which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, notice of violation or proceedings other written communication has been received by the Company, the Operating Partnership or any of their Subsidiaries from any Governmental Authority or any other entity or person, alleging potential liability or responsibility suggesting an Environmental Law violation in respect of any property owned by any of them. (c) Neither the Company, the Operating Partnership nor any of the Subsidiaries, nor any of their agents, licensees, invitees, tenants or any other person or entity has used, will use or will permit to be used any real property owned, leased or occupied by any such party for violation ofthe purpose of handling, storing, burying, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise relating todisposing of or dealing with Hazardous Materials. Neither the Company, the Operating Partnership nor any of the Subsidiaries will be deemed to be in breach of the foregoing with respect to (i) maintenance and use of underground heating fuel oil tanks, provided such maintenance and use is in full compliance with all applicable Environmental Law that couldLaws, and (ii) storage and use of cleaning solvents and other chemicals used in the routine maintenance of the properties, provided such storage and use is in full compliance with all applicable Environmental Laws. (d) Except as would not, 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 neither the aggregateCompany, a Material Adverse Effect, the Operating Partnership nor any of the Subsidiaries is aware of (i) none any seepage, leak, escape, xxxxx, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of the properties currently Hazardous Materials into waters on or formerly adjacent to any real property owned, leased or operated occupied by any Loan Party such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; or (ii) the use of any nearby or adjacent property which would likely create any liability on the part of the Company, the Operating Partnership or any of its their Subsidiaries is listed under the Environmental Laws or proposed for listing on that would require reporting to or notification by the NPL or on Company, the CERCLIS or any analogous foreignOperating Partnership, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.Authority (e) All Hazardous Materials generatedExcept as disclosed on Schedule 3.13 to the Disclosure Schedule, 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 Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except and such matters as would not reasonably be expected to result, individually or in the aggregate, in have a Material Adverse Effect, none the Company and the Operating Partnership and the Subsidiaries have no knowledge of any occurrence or circumstance that, with notice or passage of time or both, would be likely to give rise to a claim under or pursuant to any federal, state or local Environmental Law pertaining to Hazardous Materials on or originating from any real property owned or occupied by the Company, the Operating Partnership or any of the Loan Parties Subsidiaries. (f) No land owned by the Company, the Operating Partnership or any of the Subsidiaries is included or, to the actual knowledge of the Company, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the "EPA") or on the inventory of other potential "Problem" sites issued by the EPA and their Subsidiaries has contractually assumed not otherwise been publicly identified by the EPA as a potential CERCLA site or included or proposed for inclusion on any liability list or obligation under or relating inventory issued pursuant to any other Environmental LawLaw or issued by any other Governmental Authority . (g) As used herein, "HAZARDOUS MATERIALS" shall include without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, ordinance, rule or regulation, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 ET SEQ. ("CERCLA"), the Hazardous Materials Transportation Act, as amended, 49 U.S.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law on its businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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 Effectotherwise set forth on SCHEDULE 5.09, (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or or, to the knowledge of such Loan Party, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii) there are no and never have been any underground or 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)otherwise set forth on SCHEDULE 5.09, neither the Borrower any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Restricted Entities in the ordinary course of business evaluate the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries Restricted Entity is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list list. Except as could not, individually or is adjacent in the aggregate, reasonably be expected to any such property; have a Material Adverse Effect, (iii) there are no and never have been any underground or 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, leased owned or operated by any Loan Party or any of its Subsidiaries Restricted Entity or, to its knowledgethe best of the knowledge of the Borrower, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; Restricted Entity, (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; Restricted Entity, and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationRestricted Entity. (c) The properties ownedExcept for matters that, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. , (di) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries no Restricted Entity is undertaking, and no Restricted Entity has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (eii) 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 any of its Subsidiaries Restricted Entity have been disposed of in a manner not reasonably expected to resultresult in material liability to any Restricted Entity. (d) Except for matters that, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would could not reasonably be expected to resulthave a Material Adverse Effect, (i) the Restricted Entities are and have been in compliance with all applicable Environmental Laws and (ii) the Restricted Entities are not subject to any pending or threatened claim or proceeding relating to Environmental Laws or Hazardous Materials. (e) Except for matters that, individually or in the aggregate, in could not reasonably be expected to have a Material Adverse Effect, none the Restricted Entities (i) have obtained all Environmental Permits necessary for the ownership and operation of its real properties and the Loan Parties conduct of its Business, which are in full force and their Subsidiaries has contractually assumed any liability effect; (ii) have been and are in compliance with all terms and conditions of such Environmental Permits; and (iii) have not received written notice of a violation or obligation under or relating to alleged violation of any Environmental LawPermit, and.

Environmental Compliance. Except as disclosed in Section 2.33 of the Disclosure Schedule to Seller's knowledge (and the Company has received no written notice which indicates otherwise): (a) There are No notice, notification, demand, request for information, citation, summons, complaint or order has been issued or filed, no claims, actions, suitspenalty has been assessed and no investigation or review is pending, or proceedings alleging potential liability to the best knowledge of Seller, threatened by any governmental or responsibility for other entity, (i) with respect to any alleged violation ofof any law, ordinance, rule, regulation or order of any governmental entity in connection with the conduct of the business of the Company, or otherwise any Subsidiary, and relating toto a Hazardous Substance (as hereinafter defined) or (ii) with respect to any alleged failure to have any permit, certificate, license, approval, registration or authorization required in connection with the conduct of the business of the Company, any Environmental Law Subsidiary, relating to a Hazardous Substance of (iii) with respect to any generation, treatment, storage, recycling, transportation, disposal or release (including a release as defined in 42 USC 9601) ("Hazardous Release") of any toxic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, as defined in or regulated under applicable Federal, state or local environmental statutes, ordinances, rules, regulations or orders ("Hazardous Substance") used in connection with the business or assets of the Company, or any Subsidiary. (i) Neither the Company, nor any Subsidiary, has handled any Hazardous Substance, on any property now or previously owned or leased by the Company, or any Subsidiary (the "Properties"); (ii) no polychlorinated biphenyls ("PCBs") or urea formaldehyde was or has become present at any of the Properties as a result of any activity which is or was, directly or indirectly, within the control of the Company, or any Subsidiary, and no PCBs or urea formaldehyde is or has been present at any of the Properties that could, individually Seller knows of or in the aggregate, of which they could reasonably be expected to have know; (iii) no friable asbestos was or has become present at any of the Properties as a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b) result of any activity which is or except as was, directly or indirectly, within the control of the Company, or any Subsidiary and no friable asbestos is or has been present at any such property that Seller knows of or of which it could not reasonably be expected to haveknow; (iv) no underground storage tank ("UST"), individually which has or in the aggregatehad been used to store or has or had contained a Hazardous Substance, a Material Adverse Effect, (i) none was or has become present at any of the properties Properties as a result of any activity which is or was, directly or indirectly, within the control of the Company, any Subsidiary, and there is no such UST currently in use or formerly ownedabandoned, leased at any of the Properties that Seller knows of or operated of which it could reasonably be expected to know of; (v) there has been no Hazardous Release of a Hazardous Substance at, on or under any of the Properties that Seller knows of or of which they could reasonably be expected to know; and (vi) no Hazardous Substance is present in a reportable or threshold planning quantity, where such a quantity has been established by statute, ordinance, rule, regulation or order, at, on or under any Loan Party of the Properties as a result of any activity which is or was, directly or indirectly, within the control of the Company, or any Subsidiary and no such Hazardous Substance in such quantity was or has become present at any of its Subsidiaries the Properties that Seller knows of or of which they could reasonably be expected to know of. (c) Neither the Company, nor any Subsidiary, has transported or arranged for the transportation (directly or indirectly) of any Hazardous Substance to any location which is listed or proposed for listing on the NPL National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Comprehensive Environmental Response, Compensation and Liability Information System ("CERCLIS") or on any similar state list or, to the CERCLIS or best knowledge of Seller, which is the subject of any analogous foreignfederal, state or local list enforcement action or is adjacent other investigation which may lead to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestosclaims for clean-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violationsup costs, remedial actions and liabilitieswork, individually damages to natural resources or in the aggregatefor personal injury claims, could reasonably be expected to result in a Material Adverse Effectincluding, but not limited to, claims under CERCLA. (d) Except as specifically disclosed in Schedule 5.09(d)No oral or written notification of a Hazardous Release of a Hazardous Substance has been filed by or, neither on behalf of, the Borrower nor Company, or any Subsidiary, and, to the best knowledge of its Subsidiaries is undertakingSeller, and has not completednone of the Properties is, either individually based on any act or together with other potentially responsible partiesomission directly or indirectly within the control of the Company, or any Subsidiary, during the period of ownership or lease by the Company, or any Subsidiary, listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS or on any similar state list of sites requiring investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectclean-up. (e) All Hazardous Materials generated, used, treated, handled There are no environmental Encumbrances on any asset owned or stored atleased by the Company, or transported any Subsidiary, no government actions have been taken for, to or from, any property currently or formerly owned or operated by any Loan Party or the best knowledge of Seller is in process which could subject any of its Subsidiaries have been disposed such assets to such Encumbrances and no notice or restriction relating to the presence of a Hazardous Substance is required to be placed in any deed to such of said assets title to which would be conveyed by use of a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effectdeed. (f) Except as would not reasonably be expected to resultThere have been no environmental investigations, individually studies, audits, tests, reviews or other analyses conducted by or which are in the aggregatepossession of the Company, or any Subsidiary, in a Material Adverse Effect, none relation to any of the Loan Parties Properties. (g) Section 2.33(g) of the Disclosure Schedule is a true, accurate and their Subsidiaries has contractually assumed complete list of all environmental reports prepared for any liability of the Properties (i) at the request of Seller, the Company, or obligation under any Subsidiary, or relating (ii) to the best knowledge of Seller, at the request of any Environmental Lawother person.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed in Schedule 5.09(b4.9(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Credit Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Credit Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Credit Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Credit Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Education Management and the its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d4.9(d), neither the Borrower Education Management nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 Credit Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings The Loan Parties and their respective Subsidiaries have conducted 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that couldsuch Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. 1204724.01-CHISR02A - MSW CHAR1\1886837v5 (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 currently, or to the knowledge of the Loan Parties and their Subsidiaries, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) . Except as could not reasonably be expected to result in a Material Adverse Effect, there are no no, and to the knowledge of the Loan Parties and their Subsidiaries, never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedSubsidiaries, discharged or disposed of by any except, in each case of the Loan Parties and their Subsidiaries at any other locationforegoing, in compliance with Environmental Laws. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain Neither any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating in response to any material actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. (a) There are no pending or, to the knowledge of Holdings or the Borrower, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that couldwould, 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 would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrower and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, at or transported to by or from, on behalf of Holdings or any of its Restricted Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries for off-site treatment or disposal have been treated or disposed of in a manner which would not reasonably be expected 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 Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable 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 would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) As of the Closing Date, the Borrower has made available to the Agents 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 Property or facilities currently or formerly owned, operated, leased or used by the Loan Parties which would reasonably be expected to have a Material Adverse Effect. (i) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws and have all Environmental Permits which are in full force and effect.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldExcept as could not, individually or in the aggregate, reasonably be expected to have a result in any Material Adverse Effect.: (a) (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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no no, and to the best knowledge of the Loan Parties and their Subsidiaries never have been any any, underground or aboveground 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best of the knowledge of the Loan Parties, on any property formerly owned owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no and, to the knowledge of the Loan Parties and their respective Subsidiaries, never has been any, asbestos or asbestos-containing material on on, at or in any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Subsidiaries; (iv) Hazardous Materials have not otherwise been releasedreleased on, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.at, under (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal 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 except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (eii) All 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 any of its Subsidiaries have been disposed of in a manner which could not reasonably expected to resultresult in liability to any Loan Party or any of its Subsidiaries; and (c) the Loan Parties and their respective Subsidiaries: (i) are, individually or in and within the aggregateperiod of all applicable statutes of limitation have been, in a Material Adverse Effect. compliance with all applicable Environmental Laws; (fii) Except as would not reasonably be expected to resulthold 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, individually leased, or in otherwise operated by any of them; (iii) are, and within the aggregateperiod of all applicable statutes of limitation have been, in a Material Adverse Effect, none compliance with all of their Environmental Permits; (iv) to the extent within the control of the Loan Parties and their Subsidiaries has contractually assumed respective Subsidiaries, will timely renew and comply with each of their Environmental Permits and any liability additional Environmental Permits that may be required of any of them without material expense, and timely comply with any current, future or obligation potential Environmental Law without material expense; and (v) are not, to the Loan Parties’ knowledge, aware of any requirements proposed for adoption or implementation under or relating to any Environmental Law.

Environmental Compliance. Except as disclosed in Schedule 5.08: (a) There are no claims, actions, suits, claims against the Borrower or proceedings any of its Restricted Subsidiaries alleging potential liability under, or responsibility for for, violation of, or otherwise relating to, of any Environmental Law that couldrelating to their respective businesses, operations and properties, and their respective businesses, operations and properties are in compliance with applicable Environmental Laws; in each case, except as could not, or where such failure to be in compliance could not, 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, have a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Restricted Subsidiaries is listed or or, to the knowledge of the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii) there are no and and, to the knowledge of the Borrower, never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Loan Party or any of its SubsidiariesRestricted Subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; and (iv) there have been no Releases of Hazardous Materials have not been releasedon, discharged at, under or disposed of by any Person on from any property currently or or, to the knowledge of the Loan Parties, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationRestricted Subsidiaries. (c) The properties owned, leased currently owned or operated by the Company and the any Loan Party or any of its Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial response or other corrective action under under, or (iii) could be reasonably expected to give rise to liability under, Environmental Laws, which violations, remedial response or other corrective actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither None of the Borrower nor or any of its Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation investigation, response or assessment or remedial or response other corrective action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at any site, location or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation investigation, response or assessment or remedial or response other corrective action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled handled, or stored at, or transported or arranged for transport to or from, any property or facility currently or or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party the Borrower or any of its Restricted Subsidiaries have been disposed of in a manner that would not reasonably be expected to result, individually or in the aggregate, result 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) There Except as disclosed on Schedule 4.9, there are no claims, actions, suits, or proceedings claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on the respective businesses, operations and properties of Borrower and the Material Subsidiaries that could, 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, have a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party Borrower or any of its Subsidiaries Material Subsidiary is listed or , to the knowledge of Borrowers, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the knowledge of Borrowers, never have been any underground or aboveground 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, leased owned or operated by any Loan Party Borrower or any of its Subsidiaries Material Subsidiary or, to its knowledgethe best of the knowledge of Borrowers, on any property formerly owned or operated by any Loan Party Borrower or any of its SubsidiariesMaterial Subsidiary; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party Borrower or any of its SubsidiariesMaterial Subsidiary; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of Borrowers, formerly owned, leased owned or operated by any Loan Party Borrower or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationMaterial Subsidiary. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the No Borrower nor any of its Subsidiaries Material Subsidiary is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All ; 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 the Borrower or any of its Subsidiaries Material Subsidiary have been disposed of in a manner not reasonably expected to result, individually result in material liability to the Borrower or in the aggregate, in a any Material Adverse EffectSubsidiary. (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) There are no pending or, to the knowledge of Holdings or the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrowers and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower Borrowers nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, at or transported to by or from, on behalf of Holdings or any of its Restricted Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries for off-site treatment or disposal have been treated or disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable 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 Fourth Restatement Effective Date, the Lead Borrower has made available to the Agents 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 Property 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. (i) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws and have all Environmental Permits which are in full force and effect.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or or, to the knowledge of the Borrower, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries Subsidiaries, to the extent disposed of or required under applicable Environmental Law to be disposed of, have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There To the knowledge of the Company, no Hazardous Materials are or have been generated, used, located, released, treated, disposed of or stored by the Company or any of its Subsidiaries or by any other Person (including any predecessor in interest) or otherwise, in, on or under any portion of any real property, leased or owned, of the Company or any of its Subsidiaries, except in material compliance with all applicable Environmental Laws, and no claimsportion of any such real property or, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating toto the knowledge of the Company, any Environmental Law that couldother real property at any time leased, individually owned or in operated by the aggregateCompany or any of its Subsidiaries, reasonably be expected to have a Material Adverse Effecthas been contaminated by any Hazardous Materials; and no portion of any real property, leased or owned, of the Company or any of its Subsidiaries has been or is presently the subject of an environmental audit, assessment or remedial action. (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 No portion of the properties currently or formerly ownedany real property, leased or operated by any Loan Party owned, of the Company or any of its Subsidiaries is listed or proposed for listing on has been used by the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party Company or any of its Subsidiaries or, to its knowledgethe knowledge of the Company, on by any other Person, as or for a mine, a landfill, a dump or other disposal facility, a gasoline service station, or (other than for petroleum substances stored in the ordinary course of business) a petroleum products storage facility; no portion of such real property formerly or any other real property at any time leased, owned or operated by the Company or any Loan Party of its Subsidiaries 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; and there are not and have never been any underground storage tanks situated on any real property, leased or owned, of the Company or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties ownedTo the knowledge of the Company, leased or operated by all activities and operations of the Company and the its Subsidiaries do not contain any Hazardous Materials are in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, compliance with all material requirements of all applicable Environmental Laws, which violations, remedial actions and liabilitiesexcept to the extent the failure so to comply, individually or in the aggregate, could would not be reasonably be expected likely to result in have a Material Adverse Effect. (d) Except as specifically disclosed . Each of the Company and its Subsidiaries has obtained all licenses and permits under Environmental Laws necessary to its respective operations; all such licenses and permits are being maintained in Schedule 5.09(d), neither good standing; and each of the Borrower nor any of Company and its Subsidiaries is undertakingin substantial compliance with all terms and conditions of such licenses and permits, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation licenses and permits the failure to obtain, maintain or assessment or remedial or response action thatcomply with which would not be reasonably likely, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. (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 . Neither the Company nor any of its Subsidiaries have been disposed of is involved in a manner not any suit, action or proceeding, or has received any notice, complaint or other request for information from any Governmental Authority or other Person, with respect to any actual or alleged Environmental Claims that, if adversely determined, would be reasonably expected to resultlikely, individually or in the aggregate, in to have a Material Adverse Effect. (f) Except as would not reasonably be expected ; and, to result, individually or in the aggregate, in a Material Adverse Effect, none knowledge of the Loan Parties and their Subsidiaries has contractually assumed any liability Company, there are no threatened actions, suits, proceedings or obligation under or relating investigations with respect to any such Environmental LawClaims, nor any basis therefor.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldExcept as would not, 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 the Company and each Subsidiary have been and are in compliance with applicable Environmental Laws (as defined below), (ii) neither the Company nor any Subsidiary nor, to the knowledge of the Offerors, any other owners of any of the real properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties previously owned, leased or operated by the Company and or any Subsidiary (the Subsidiaries do not contain “Properties”) at any time or any other party, has at any time released (as such term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous Materials in amounts or concentrations which (ias defined below) constituteon, or constituted a violation ofto, (ii) require remedial action in, under or from the Properties, (iii) could neither the Company nor any Subsidiary intends to use or will use the Properties or any subsequently acquired properties, other than in compliance with applicable Environmental Laws, (iv) neither the Company nor any Subsidiary has received any notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to liability undera claim under or pursuant to any Environmental Law with respect to the Properties, or their respective assets or arising out of the conduct of the Company or any Subsidiary, (v) none of the Properties are included or, to the knowledge of the Offerors, proposed for inclusion, on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or, to the knowledge of the Offerors, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Law or issued by any other Governmental Entity, (vi) none of the Company, any Subsidiary, any of their respective agents or, to the knowledge of the Offerors, any other person or entity for whose conduct any of them is or may be held responsible, has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Material at any of the Properties, except in compliance with all applicable Environmental Laws, which violationsand has not transported or arranged for the transport of any Hazardous Material from the Properties to another property, remedial actions except in compliance with all applicable Environmental Laws, (vii) no lien has been imposed on the Properties by any Governmental Entity in connection with the presence on or off such Property of any Hazardous Material, and liabilities(vii) neither the Company nor any Subsidiary nor, to the knowledge of the Offerors, any other person or entity for whose conduct the Company or any Subsidiary is or may be held responsible, has entered into or been subject to any consent decree, compliance order, or administrative order with respect to the Properties or any facilities or improvements or any operations or activities thereon. (b) As used herein, “Hazardous Materials” shall include, without limitation, any flammable materials, explosives, radioactive materials, hazardous materials, hazardous substances, hazardous wastes, toxic substances or related materials, asbestos, petroleum, petroleum products and any hazardous material as defined by any federal, state or local environmental law, statute, ordinance, rule or regulation, including, without limitation, the Comprehensive Environmental Response, Compensation, Capstead Mortgage Corporation/Placement Agreement and Liability Act of 1980, as amended, 42 U.S.C. §§9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§5101-5127, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§11001-11050, the Toxic Substances Control Act, 15 U.S.C. §§2602-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§136-136y, the Clean Air Act, 42 U.S.C. §§7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§1251-1387, the Safe Drinking Water Act, 42 U.S.C. §§300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. §§651-678, and any analogous state laws, as any of the above may be amended from time to time and in the regulations promulgated pursuant to each of the foregoing (including environmental statutes and laws not specifically defined herein) (individually, an “Environmental Law” and collective, the “Environmental Laws”) or by any Governmental Entity. (c) In the ordinary course of their respective businesses, the Company and each Subsidiary periodically review the effect of Environmental Laws on their respective businesses, operations and properties, and periodically identify and evaluate associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such reviews and the amount of their respective established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, proceedings, demands or proceedings claims alleging potential liability or responsibility for violation of, or otherwise relating toliability under, any Environmental Law and relating to businesses, operations or properties of any Loan Party or its Subsidiaries that 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) 5.08 or except as could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, (i) none of the properties currently or or, to the knowledge of any Borrower, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii) there are no and and, to the knowledge of any Borrower, never have been any underground or 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on on, at or under any property formerly owned owned, leased or operated by any Loan Party or any of its SubsidiariesSubsidiaries during or prior to the period of such ownership or operation; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) there has been no Release of Hazardous Materials have not been releasedon, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order knowledge of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or Borrower formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed or, to the knowledge of in a manner not reasonably expected any Borrower, any offsite locations to result, individually which any Loan Party or in the aggregate, in a Material Adverse Effectits Subsidiaries sent any wastes for treatment or disposal. (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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Holdings and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claimsExcept as set forth on Schedule 5.17 hereto, actions(i) neither the Seller nor to Seller's knowledge the Partnership has generated, suitsused, transported, treated, stored, released or proceedings alleging potential liability or responsibility for violation disposed of, or otherwise relating toknowingly permitted anyone else to generate, use, transport, treat, store, release or dispose of any Environmental Law that couldHazardous Substance (as hereinafter defined) at, individually on or in connection with the aggregateownership or occupancy of the assets of the Partnership or any other assets that relate primarily to the Business in violation of any applicable Environmental Laws (as hereinafter defined); (ii) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance in connection with the ownership, occupancy or use by the Partnership or Seller of the assets of the Partnership or any other assets that relate primarily to the Business or on, in or under any property or facility owned or leased by the Partnership or any property or facility owned or leased by Seller that relates primarily to the Business that has created or might reasonably be expected to create any Liability under any applicable Environmental Laws; (iii) any Hazardous Substance handled or dealt with by Seller or to Seller's knowledge the Partnership at, on or in connection with the ownership or occupancy of the assets of the Partnership or any other assets that relate primarily to the Business has been and is being handled or dealt with in material compliance with all Environmental Laws; (iv) to Seller's knowledge, the operation of the Business by each of Seller and the Partnership is in compliance with all Environmental Laws; (v) to Seller's knowledge, there are no claims against the Partnership or Seller by third parties, including governmental agencies, pending or threatened under Environmental Laws arising out of the ownership or use by the Partnership of its assets or out of the ownership or use by the Seller of assets that relate primarily to the Business or out of the condition of any such assets; and (vi) to Seller's knowledge, there are no penalties that may be assessed against Seller or the Partnership for voluntary self-disclosures under Environmental Laws that have a Material Adverse Effectbeen made by the Partnership or for matters disclosed therein. (b) Except For purposes of this Agreement, the term "Hazardous Substance" shall mean any hazardous or toxic substance, pollutant, contaminant or other material which, 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 of the properties currently date of this Agreement, is defined as hazardous or formerly ownedtoxic under the Comprehensive Environmental Response, leased Compensation and Liability Act of 1980, as amended ("CERCLA"), and its implementing regulations; defined as a hazardous waste or operated by any Loan Party or any regulated substance under the Resource Conservation and Recovery Act of 1976, as amended ("RCRA") and its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list implementing regulations; or is adjacent to regulated under any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, applicable Environmental Laws, including any substance which violationshas been determined by regulation, remedial actions and liabilities, individually ruling or in the aggregate, could reasonably otherwise by any governmental agency or court to be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertakinghazardous or toxic substance regulated under federal or state law, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectshall include petroleum and petroleum products. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected With respect 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 of the properties currently or formerly owned, leased owned or operated by any Loan Party Xxxxxxxx Entity or any of their Restricted Subsidiaries, or to the knowledge of the Borrower, any property formerly owned or operated by any Xxxxxxxx Entity or any of its Subsidiaries Restricted Subsidiaries, no such property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent list; (b) to any such property; the knowledge of the Borrower, (iiA) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party Xxxxxxxx Entity or any of its Restricted Subsidiaries or, to its knowledge, or on any property formerly owned or operated by any Loan Party Xxxxxxxx Entity or any of its Subsidiaries; Restricted Subsidiaries and (iiiB) there is no asbestos or asbestos-containing asbestos‑containing material on any property currently owned or operated by any Loan Party Xxxxxxxx Entity or any of its Restricted Subsidiaries; and and (ivc) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party Xxxxxxxx Entity or any of its Restricted Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any in excess of the Loan Parties applicable legal limit; in each case of (a), (b) and their Subsidiaries at any other location. (c) The properties ownedabove, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilitiesother than such matters which, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. (di) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries No Xxxxxxxx Entity is undertaking, and nor has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. and (eii) 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 Xxxxxxxx Entity or any of its Restricted Subsidiaries have been disposed of in a manner not reasonably expected to resultresult in material liability to any Xxxxxxxx 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, in could not reasonably be expected to have 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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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) 5.09 or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)5.09, neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by Holdings and each of its Subsidiaries now or in the Company and the Subsidiaries past do not contain contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (i) constitute, constitute or constituted a violation of, of applicable Environmental Laws or (ii) require remedial action could give rise to liability under applicable Environmental Laws, except where, in the case of clauses (i) or (ii), such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (b) Holdings and each of its Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could reasonably be expected to interfere with the continued operation of such properties or impair the fair saleable value thereof, except for any such noncompliance or contamination that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iiic) Neither Holdings nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws, nor does Holdings or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened, except where such violation, alleged violation, non-compliance, liability or potential liability which is the subject of such notice could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (d) Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by Holdings and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, which violationsnor have any Hazardous Materials been generated, remedial actions and liabilitiestreated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Laws, except where such violation or liability could not reasonably be expected, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.; 63 (de) Except No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which Holdings and its Subsidiaries are or will be named as specifically disclosed a potentially responsible party with respect to such properties or operations conducted in Schedule 5.09(d)connection therewith, neither the Borrower 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 Holdings or any of its Subsidiaries is undertakingor such properties or such operations, and has except where such proceeding, action, decree, order or other requirement could not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action thatreasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (f) There has been no release, or to the best of Holdings' and the Borrower's knowledge, threat of release, of Hazardous Materials at or from properties owned, leased or operated by Holdings or any of its Subsidiaries, now or in the past, in violation of or in amounts or in a manner that could reasonably expected to give rise to liability under Environmental Laws, except where such violation or liability could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected to resultexpected, individually or in the aggregate, in to have 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) There are no claimsEach Loan Party and their respective Subsidiaries is in compliance in all material respects with the requirements of all Environmental Laws and all orders, actionswrits, suitsinjunctions 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 comply therewith, either individually or 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its their respective Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or Party, any of its their respective Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its their respective Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its their respective Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its their respective Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials that in amounts or concentrations which each case referred to in clauses (i) constitute, or constituted a violation of, through (iiiv) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, above individually or in the aggregateaggregate has had, or could reasonably be expected to result in have, a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action thatLaw, in each case that individually or in the aggregateaggregate has had, or could not reasonably be expected to result in have, a Material Adverse Effect. (e) All ; 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 of its their respective Subsidiaries have been disposed of in a manner not reasonably expected to resultresult in liability to any Loan Party or 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. (f) Except as would not reasonably be expected . Notwithstanding anything set forth in this Agreement or any other Loan Document to resultthe contrary, individually or the representations and warranties set forth in this Section 5.09, are the aggregatesole representations and warranties in any Loan Document with respect to environmental matters, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or including those relating to any Environmental LawLaws or Hazardous Materials.

Environmental Compliance. (a) There are no claimsExcept for such matters which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, actionsthe Company, suitsthe Operating Partnership and each of the Subsidiaries has complied and is in compliance with all Environmental Laws (as hereinafter defined). (b) Except for such notices relating to matters which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, notice of violation or proceedings other written communication has been received by the Company, the Operating Partnership or any of their Subsidiaries from any Governmental Authority or any other entity or person, alleging potential liability or responsibility suggesting an Environmental Law violation in respect of any property owned by any of them. (c) Neither the Company, the Operating Partnership nor any of the Subsidiaries, nor any of their agents, licensees, invitees, tenants or any other person or entity has used, will use or will permit to be used any real property owned, leased or occupied by any such party for violation ofthe purpose of handling, storing, burying, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise relating todisposing of or dealing with Hazardous Materials. Neither the Company, the Operating Partnership nor any of the Subsidiaries will be deemed to be in breach of the foregoing with respect to (i) maintenance and use of underground heating fuel oil tanks, provided such maintenance and use is in full compliance with all applicable Environmental Law that couldLaws, and (ii) storage and use of cleaning solvents and other chemicals used in the routine maintenance of the properties, provided such storage and use is in full compliance with all applicable Environmental Laws. (d) Except as would not, 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 neither the aggregateCompany, a Material Adverse Effect, the Operating Partnership nor any of the Subsidiaries is aware of (i) none any seepage, leak, escape, xxxxx, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of the properties currently Hazardous Materials into waters on or formerly adjacent to any real property owned, leased or operated occupied by any Loan Party such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; or (ii) the use of any nearby or adjacent property which would likely create any liability on the part of the Company, the Operating Partnership or any of its their Subsidiaries is listed under the Environmental Laws or proposed for listing on that would require reporting to or notification by the NPL or on Company, the CERCLIS or any analogous foreignOperating Partnership, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.Authority (e) All Hazardous Materials generatedExcept as disclosed on SCHEDULE 3.13 to the Disclosure Schedule, 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 Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except and such matters as would not reasonably be expected to result, individually or in the aggregate, in have a Material Adverse Effect, none the Company and the Operating Partnership and the Subsidiaries have no knowledge of any occurrence or circumstance that, with notice or passage of time or both, would be likely to give rise to a claim under or pursuant to any federal, state or local Environmental Law pertaining to Hazardous Materials on or originating from any real property owned or occupied by the Company, the Operating Partnership or any of the Loan Parties Subsidiaries. (f) No land owned by the Company, the Operating Partnership or any of the Subsidiaries is included or, to the actual knowledge of the Company, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the "EPA") or on the inventory of other potential "Problem" sites issued by the EPA and their Subsidiaries has contractually assumed not otherwise been publicly identified by the EPA as a potential CERCLA site or included or proposed for inclusion on any liability list or obligation under or relating inventory issued pursuant to any other Environmental LawLaw or issued by any other Governmental Authority . (g) As used herein, "HAZARDOUS MATERIALS" shall include without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, ordinance, rule or regulation, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. section 9601 ET SEQ. ("CERCLA"), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. section 1801 ET SEQ., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. section 9601 ET SEQ., the Emergency Planning and Community Right-to- Know Act of 1986, 42 U.S.C. section 11001 ET SEQ., the Toxic Substances Control Act, 15 U.S.C. section 2601 ET SEQ., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. section 136 ET SEQ., the Clean Air Act, 42 U.S.C. section 7401 ET SEQ., the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. section 1251 ET SEQ., the Safe Drinking Water Act, 42 U.S.C. section 300F to 300j-11, and the Occupational Safety and Health Act, 29 U.S.C. section 651 ET SEQ., as any of the above statutes may be amended from time to time, and in the regulations adopted and publications promulgated pursuant to each of the foregoing and any other rules, ordinances, codes, licenses, statutes, regulations, permits, orders, approvals, plans, authorizations, concessions and similar items of all Governmental Authorities and all applicable, judicial, administrative and regulatory decrees, judgments and orders, any of which relate to the protection of human health or the environment from the effects of Hazardous Materials (collectively, "ENVIRONMENTAL LAWS") or by any federal, state or local governmental authority having or claiming jurisdiction over the properties and assets of the Company, the Operating Partnership and the Subsidiaries (a "GOVERNMENTAL AUTHORITY").

Environmental Compliance. (a) There are no claimsThe Company and its respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws on their business, actions, suits, or proceedings operations and properties and claims asserted against them alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law Law, and as a result thereof the Company has reasonably concluded that couldsuch Environmental Laws and such claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed otherwise set forth in Schedule 5.09(b) or except as could not reasonably be expected to have3.11, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the knowledge of the Company, is adjacent to any such property; (ii) there are no and never have been any underground or aboveground above-ground storage tanks other than in material compliance with applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased owned or operated by any Loan Party the Company or any of its Subsidiaries or, to its knowledgethe knowledge of the Company, on any property formerly owned or operated by any Loan Party the Company or any of its Subsidiaries; (iii) other than in material compliance with applicable Environmental Laws, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party the Company or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased, discharged or disposed of by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other Person on any property currently or formerly owned, leased owned or operated by any Loan Party the Company or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constituteExcept as otherwise set forth on Schedule 3.11, or constituted a violation of, (ii) require remedial action under or (iii) as could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Company nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action thatLaw; and to the knowledge of the Company, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) 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 the Company or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually result in material liability to the Company or in the aggregate, in a Material Adverse Effectany of its Subsidiaries. (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) There are no pending or, to the knowledge of Holdings or the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrowers and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower Borrowers nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, at or transported to by or from, on behalf of Holdings or any of its Restricted Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries for off-site treatment or disposal have been treated or disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable 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 Third Restatement Effective Date, the Lead Borrower has made available to the Agents 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 Property 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. (i) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws and have all Environmental Permits which are in full force and effect.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed described in Schedule 5.09(b4.9(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Credit Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Credit Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Credit Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Credit Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Holdings and the its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d4.9(d), neither the Borrower Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 Credit Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no pending or, to the knowledge of Holdings or the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrowers and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower Borrowers nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, at or transported to by or from, on behalf of Holdings or any of its Restricted Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries for off-site treatment or disposal have been treated or disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable 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 Agents 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 Property 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. (i) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws and have all Environmental Permits which are in full force and effect.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility Except for violation of, or otherwise relating to, any Environmental Law matters that couldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect., no Loan Party or any Restricted Subsidiary thereof: (i) is in violation of any Environmental Law or has failed to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law at any Material Property, (ii) is subject to any Environmental Liability, (iii) is in receipt of any pending written notice of claim with respect to any Environmental Liability or (iv) is presently aware of any basis for any Environmental Liability; (b) Except as specifically disclosed in otherwise set forth on Schedule 5.09(b) or except as could not reasonably be expected 8.8 and to have, individually or in the aggregate, a Material Adverse Effect, knowledge of the Loan Parties: (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries Material Real Properties is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) except for any matters that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no and never have been any underground or aboveground 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 ownedof the Material Real Properties; and (iii) except for any matters that could not, leased individually or operated by in the aggregate, reasonably be expected to have a Material Adverse Effect, no Hazardous Materials have been released, discharged or disposed of on any of the Material Real Properties or to the knowledge of any Loan Party or any of its Subsidiaries or, to its knowledgeRestricted Subsidiary, on any property formerly owned or operated by any Loan Party or any of its SubsidiariesRestricted Subsidiary thereof; and (iiic) there is Except as otherwise set forth on Schedule 8.8, no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; Restricted Subsidiary thereof is undertaking, and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any no Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and Restricted Subsidiary thereof has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or Law, which investigation, assessment, remedial or response action that, could not individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldExcept as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) Each member of the Group’s operations and properties are in compliance with all applicable Environmental Laws and Environmental Permits, (ii) no member of the Group is subject to any Environmental Liability, and (iii) there are no actions, claims, investigations or other proceedings pending, or threatened in writing, against any member of the Group under any Environmental Law. (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 or, to the knowledge of the Borrowers, formerly owned, leased owned or operated by any Loan Party or any member of its Subsidiaries the Group is listed or or, to the knowledge of the Borrowers, proposed for listing on the NPL or on the CERCLIS or any analogous foreignnon-U.S., U.S. state or local list list, to the knowledge of the Borrowers, or is adjacent to any such property; , (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party member of the Group requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to any of its Subsidiaries; Environmental Law and (iviii) no Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of the Borrowers, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any member of the Loan Parties and their Subsidiaries Group or at any other location, that could give rise to any Environmental Liability. (c) The properties owned, leased or operated by No member of the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries Group is undertaking, and has members of the Group have 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 release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectLaw. (ed) All Hazardous Materials generatedNo member of the Group has assumed, used, treated, handled by operation of law or stored at, or transported to or fromotherwise, any property currently or formerly owned or operated by Environmental Liability of any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effectother Person. (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. (1) all facilities and property owned by the Borrowers including, without limitation, the Lands pledged as security under the documents have been maintained in material compliance with all Environmental Laws; (2) there have been no past, and there are no pending and, to the best of the knowledge of the Borrowers, there are no; (a) There are no written claims, actionscomplaints, suitsnotices of violation or requests for information received by the Borrowers or their Wholly-owned subsidiaries from any governmental authority with respect to any alleged violation of any Environmental Law; Or (b) written complaints, notices or proceedings alleging inquiries to the Borrowers regarding potential liability or responsibility for violation of, or otherwise relating to, of the Borrower under any Environmental Law that couldLaw; that, individually or in the aggregateany case, could reasonably be expected to have a Material Adverse Effect.material adverse effect on the financial condition, operations, assets, business, properties or prospects of the Borrowers; (b3) Except as specifically disclosed there have been no releases of Contaminants at, on or under any property owned by the Borrowers at any time while owned by the Borrowers that, singly or in Schedule 5.09(bthe aggregate, have, or may reasonable be expected to have, a material adverse effect on the financial condition, operations, assets, business, properties or prospects of the Borrowers; (4) the Borrowers have been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and required under any applicable Environmental Laws in connection with the operation of their businesses; (5) no property now or previously owned by the Borrowers including, without limitation, the Lands, is listed or, to the knowledge of the Borrowers, proposed for listing on any publicly published and promulgated federal or provincial governmental list of sites requiring investigation clean up; (6) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned by the Borrowers including, without limitation, the Lands, that, singly or in the aggregate, have, or may reasonable be expected to have, a material adverse effect on the financial condition, operations, assets, business properties or prospects of the Borrowers; (7) the Borrowers have not directly transported or directly arranged for the transportation of any Contaminant to any location except as could not in compliance with Environmental Law; (8) no property of the Borrowers is the subject of federal, provincial or local enforcement actions or other investigations which may lead to claims against the Borrowers or any Wholly-owned Subsidiary of the Borrowers for any remedial work, damage to natural resources or personal injury; and (9) there are no polychlorinated biphenyls or friable asbestos present at any property owned by Borrowers including, without limitation, the Lands, that, singly or in the aggregate, have or may reasonably be expected to have, individually a material adverse effect on the financial condition, operations, assets, business, properties or in the aggregate, a Material Adverse Effect, (i) none prospects of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationBorrowers. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no pending or, to the knowledge of Holdings or the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrowers and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower Borrowers nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that couldwould, 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 would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries Subsidiaries, and Hazardous Materials have not otherwise been released, discharged or disposed of by any Loan Party or any of the Loan Parties and their its Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Loan Parties and the their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither none of the Borrower nor any of its Loan Parties or their Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law Law, except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that couldsuch Environmental Laws and claims could not, 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 each of the following cases as could not reasonably be expected to have, individually result in any material liability to any Loan Party or in the aggregate, a Material Adverse Effect, any of its Subsidiaries: (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or or, to the best knowledge of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or or, to the best knowledge of the Loan Parties, is adjacent to any such property; (ii) there are no and to the best knowledge of the Loan Parties never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe best knowledge of the Loan Parties, on any 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 property currently owned or operated by any Loan Party or any of its SubsidiariesSubsidiaries in violation of any Environmental Laws; and (iv) Hazardous Materials have not been released, discharged or disposed of by in violation of any Person Environmental Laws on any property currently or owned or operated by any Loan Party or to the best knowledge of the Loan Parties, any property formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain Neither any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Loan Party nor any of its Subsidiaries is undertaking, and or has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action thatLaw, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (e) All any 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 formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, under or otherwise relating to, to any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the knowledge of the Loan Parties never have been any underground or aboveground 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedSubsidiaries, discharged or disposed in the case of by any each of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which clauses (i) constitutethrough (iv), in a manner, form or constituted a violation of, (ii) require remedial action under or (iii) amount which could give rise reasonably be expected to liability under, Environmental Laws, which violations, remedial actions and liabilitieshave, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (di) Except as specifically disclosed could not, individually or in Schedule 5.09(d)the aggregate, neither the Borrower reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at at, on, under or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (eii) 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 any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Effect. (fd) Except as would could not reasonably be expected to resultexpected, individually or in the aggregate, in to have a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed respective Subsidiaries: (i) are, and at all prior times have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any liability of their current or obligation under intended operations or relating to for any property owned, leased, or otherwise operated by any of them; and (iii) are, and at all prior times have been, in compliance with all of their Environmental LawPermits.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, or otherwise relating to, of any Environmental Law that couldon their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and ------------- claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. 86 (b) Except as specifically disclosed otherwise set forth in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect5.09, (i) none ------------- of the material properties currently or or, to the best knowledge of Holdings and the Borrower, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any to the best of its Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries, in each case except in compliance with all applicable Environmental Laws; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; , in each case except in compliance with all applicable Environmental Laws, and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed in violation of by any of the Loan Parties and their Subsidiaries at any other locationEnvironmental Laws. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in otherwise set forth on Schedule 5.09(d)5.09, neither the Borrower ------------- any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Law; 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 any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or result 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 material liability or obligation under or relating to any Environmental LawLoan Party or any of its Subsidiaries.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ba) 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties or any of their Restricted Subsidiaries, there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties or any of their Restricted Subsidiaries, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (cb) The properties owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (dc) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (ed) 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 of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. (fe) 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. The Seller Entities have complied with all Laws (aincluding case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) There which are no claimsintended to protect the environment and/or human health or safety (collectively, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any "Environmental Law that 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 Laws"); neither of the properties currently Seller Entities has handled, generated, used, stored, transported or formerly owneddisposed of any material, leased substance or operated waste which is regulated by any Loan Party or any Environmental Laws ("Hazardous Materials"), except for reasonable amounts of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never ordinary office and/or office-cleaning supplies which have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons used in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiariescompliance with Environmental Laws; (iii) there neither Seller Entity has conducted, nor is no asbestos either Seller Entity aware of, any environmental investigations, studies, audits, tests, reviews or asbestos-containing material on analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property currently owned owned, operated or operated leased by any Loan Party or any either of its Subsidiariesthe Seller Entities; and (iv) Hazardous Materials have not been releasedthere are no "Environmental Liabilities". For purposes of this Agreement, discharged "Environmental Liabilities" are any claims, demands, or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations liabilities under Environmental Laws which (i) constitutearise out of or in any way relate to the Seller Entities' operations or activities, or constituted a violation ofany real property at any time owned, operated or leased by either Seller Entity, or any member's or stockholder's, as the case may be, use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) require remedial action under arise from or relate to actions occurring (iiiincluding any failure to act) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in conditions existing on or before the aggregate, could reasonably be expected to result in a Material Adverse EffectClosing Date. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (ai) There are no claimsSuperfund Amendments and Reauthorization Act of 1986, actionsas amended, suitsthe Federal Water Pollution Control Act, as amended, the Federal Clean Air Act, as amended, the Toxic Substances Control Act, or proceedings any state or local analogue (hereinafter "Environmental Laws"). ------------------ (ii) Neither the Company nor any Shareholder has received a notice, complaint, order, directive, claim or citation from any third party, including, without limitation, any federal, state or local governmental authority, indicating or alleging potential that the Company or any predecessor may have any material liability or responsibility for violation of, or otherwise relating to, material obligation under any Environmental Law that couldLaw. (iii) (A) No portion of the property owned, operated or occupied by the Company has been used by any person employed, instructed, paid or hired by the Company for the generation, handling, processing, treatment, storage or disposal of Hazardous Materials except in accordance with applicable Environmental Laws; (B) no underground tank or other underground storage receptacle for Hazardous Materials, asbestos-containing materials or polychlorinated biphenyls are located on any property owned, operated or occupied by the Company, each of which is listed as a Site on Exhibit ------- 5.01(a)(i); (C) in the course of any activities conducted by the Company or ---------- its invitees, agents, contractors, licensees or employees in connection with the Business of the Company, no Hazardous Materials above a reportable quantity (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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground generated or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiariesused except in accordance with applicable Environmental Laws; and (ivD) in the course of any activities conducted by the Company or its invitees, agents, contractors, licensees or employees in connection with the Business of the Company, there have been no releases (i.e., any past or present ---- releasing, spilling, leaking, leaching, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened releases of Hazardous Materials have not been releasedon, discharged upon, into or disposed of by any Person on any from the property currently or formerly owned, operated or leased or operated by any Loan Party or any the Company, which releases would have a material adverse effect on the value of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationproperty or adjacent properties or the environment. (civ) The properties ownedexecution, leased delivery and performance of this Agreement is not subject to any Environmental Laws which condition, restrict or operated by prohibit the sale, lease or other transfer of property or operations, including, without limitation, any so-called "environmental cleanup responsibility acts" or requirements for the transfer of permits, approvals, or licenses. The Company and the Subsidiaries do Shareholders have not contain conducted nor have any Hazardous Materials in amounts or concentrations which knowledge of any environmentally related audits, studies, reports, analyses (i) constituteincluding soil and groundwater analyses), or constituted a violation ofinvestigations of any kind performed with respect to the currently or previously owned, (iileased, or operated properties of the Company. For purposes of this Section, "Hazardous Material" shall mean any ------------------ hazardous waste, as defined by 42 U.S.C.(S) require remedial action under or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d6903(5), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually hazardous substances or together with other potentially responsible partieswastes as defined by 42 U.S.C.(S) 9601(14), any investigation pollutant or assessment contaminant as defined by 42 U.S.C.(S) 9601(33) or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored attoxic substances, or transported wastes, oil, or hazardous materials or other chemicals or substances regulated as to or from, any property currently or formerly owned or operated environmental impact by any Loan Party public or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effectgovernmental authority. (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) There are no claims, actions, suits, proceedings, demands or proceedings claims pending or, or, to the knowledge of Borrower, contemplated alleging potential liability or responsibility for violation of, or otherwise relating toliability under, any Environmental Law in respect of or relating to any of the businesses, operations or properties of any Loan Party or any of its Subsidiaries that 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 or, to the knowledge of Borrower, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list list. (c) Except as could not, individually or is adjacent in the aggregate, reasonably be expected to any such property; have a Material Adverse Effect, (iii) there are no and never have been any underground or aboveground above-ground storage tanks or any tanks, 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe knowledge of Borrower, on on, at or under any property formerly owned owned, leased or operated by any Loan Party or any of its SubsidiariesSubsidiaries during or prior to the period of such ownership, lease or operation; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned owned, leased or operated by any Loan Party or any of its Subsidiaries; and (iv) there has been no Release of Hazardous Materials have not been releasedon, discharged at, under or disposed of by any Person on from any property currently or or, to the knowledge of Borrower, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationSubsidiaries. (cd) The properties Any property currently owned, leased or operated by the Company and the any Loan Party or any of its Subsidiaries do does not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require response or remedial action under under, or (iii) could give rise to result in any Loan Party or any of its Subsidiaries incurring liability under, under Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (de) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower Neither any Loan Party nor any of its their Subsidiaries is undertaking, and has not none of them have 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 Law, except for any such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (ef) 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 any of its Subsidiaries have been disposed of in a manner (i) which could not reasonably be expected to resultresult in, individually or in the aggregate, in a Material Adverse EffectEffect and (ii) in compliance in all material respects with all applicable Environmental Laws and Environmental Permits. (fg) Except as would not reasonably be expected to resultEach property currently owned, individually lease or operated by any Loan Party or any of its Subsidiaries is in compliance in all material respects with all applicable Environmental Laws and Environmental Permits, and there are no environmental conditions of which Borrower has knowledge which could interfere in any material respects with the aggregate, in a Material Adverse Effect, none continued use of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Lawsuch property.

Environmental Compliance. (a) There are no pending or, to the knowledge of Holdings or the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability under or responsibility for violation of, or otherwise relating to, of any applicable Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on or at any property or facility currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iviii) there has been no Release of Hazardous Materials have not been released, discharged or disposed of by any Person on of the Loan Parties and their Restricted Subsidiaries at, on, under or from any property location in a manner which could reasonably be expected to give rise to liability under applicable Environmental Laws. (c) There are no Hazardous Materials at, on, under or migrating from any of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Borrowers and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under investigation or remediation under, or (iii) could reasonably be expected to give rise to liability under, applicable Environmental Laws, which violations, remedial actions investigations or remediations and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)None of Holdings, neither the Borrower Borrowers nor any of its their respective Restricted Subsidiaries is undertaking, and has not completedare conducting, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action remediation relating to any actual or threatened releaseRelease, discharge or disposal of Hazardous Materials at at, on, under or from any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action remediation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, at or transported to by or from, on behalf of Holdings or any of its Restricted Subsidiaries from any property currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries for off-site treatment or disposal have been treated or disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (f) Except as would could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable 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 Second Restatement Effective Date, the Lead Borrower has made available to the Agents 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 Property 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. (i) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws and have all Environmental Permits which are in full force and effect.

Environmental Compliance. (a) There Except as disclosed in Schedule 5.08, there are no pending or, to the knowledge of the Borrower, threatened claims, actions, suits, notices of violation, notices of potential responsibility or liability, or proceedings by or against any Loan Party or any of their respective Subsidiaries alleging actual or potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as 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 to the knowledge of the properties currently Borrower, there is no asbestos or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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 asbestos-containing material on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries orSubsidiaries, which requires investigation, remediation or monitoring pursuant to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its SubsidiariesEnvironmental Law; and (ivii) there has been no Release or threatened Release of Hazardous Materials have not been releasedon, discharged under or disposed from any location in a manner which would reasonably be expected to give rise to Environmental Liability of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and or their Subsidiaries at any other locationrespective Subsidiaries. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower No Loan Party nor any of its their respective Subsidiaries is undertaking, and or has not completed, either individually or together with other potentially responsible partiespersons, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at any site, location or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (ed) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned (during the time of such Loan Party or Subsidiary’s ownership, lease or operation) owned, leased or operated by any Loan Party or any of its their respective Subsidiaries for off-site disposal have been disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (fe) Except as would could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and nor any of their respective Subsidiaries is subject to or has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (f) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and their respective Subsidiaries and their respective businesses and operations are in compliance with all applicable Environmental Laws.

Environmental Compliance. To Sellers' Knowledge: (a) except as set forth in Schedule 4.15: (i) No Hazardous Substances are present and there has not been a Release of Hazardous Substances, on, at, beneath, migrating from, or otherwise affecting the Oleander Station that: (A) constitutes an unremedied non-compliance with or violation of any Environmental Law if the effect of such violation imposes a Remediation obligation or fine, penalty or other economic liability or imposes any other required activity with respect to such Release of Hazardous Substances on the part of Sellers, CPI and/or OPP; (B) currently imposes any release-reporting obligations on Sellers, CPI and/or OPP under any Environmental Law that have not been or are not being complied with; (C) currently imposes any clean-up or Remediation obligations on Sellers, CPI and/or OPP under any Environmental Law, or (D) if not Remediated may reasonably be expected to result in any such imposition of obligation or liability described in items (A), (B), or (C); (ii) Sellers, CPI, OPP and the Oleander Station have been and are currently in compliance with all Environmental Laws that apply to the Oleander Station or otherwise affect the Oleander Station or OPP; (iii) Each of Sellers, CPI, OPP and the Oleander Station has had and has all Permits required under applicable Environmental Laws for the operation of the Oleander Station, is in compliance with all such Permits and has not received any written notice, or to Sellers', CPI's, and/or OPP's Knowledge, any verbal notice, that: (i) any such existing Permit will be revoked, modified, or terminated; or (ii) any pending application for any new such Permit or renewal of any such existing Permit will be denied, delayed, or conditioned; and (iv) Neither Sellers, CPI, OPP nor the Oleander Station has entered into, and the Oleander Station is not subject to, any action, order, judgment, suit, investigation, inquiry, proceeding, decree, agreement, or injunction of any Governmental Authority relating to liability or potential liability under any Environmental Laws, other than matters that have been resolved in a final and binding proceeding and for which neither OPP nor Oleander Station has any further liability, cost, or expense exposure; (v) There are no claimsmaterial environmental capital expenditures currently required or anticipated under any applicable Environmental Laws in order to maintain or achieve compliance by Seller, actionsCPI, suitsand OPP with all applicable Environmental Laws and Permits with respect to the Oleander Station; (vi) No portion of the Oleander Station, and no property to which Hazardous Substances originating on or proceedings alleging potential liability from the Oleander Station, has been sent for treatment or responsibility disposal, is listed or is proposed for violation oflisting on the National Priorities List or analogous federal, state, regional or otherwise relating to, local list of sites requiring Remediation; (vii) There are no liens imposed or in the process of being imposed on the Oleander Station arising under or pursuant to any Environmental Law that couldand no notices or deed restrictions relating to the presence of Hazardous Substances on such properties are required to be filed or prepared pursuant to any Environmental Law; and (viii) No portion of the Oleander Station has been used as a dump or landfill and Seller, individually CPI and/or OPP has not filled-in any wetlands except in compliance with Environmental Laws and Permits. Neither PCBs nor asbestos-containing materials are present on, at, adjacent to, below, or in inside the aggregate, reasonably be expected to have a Material Adverse EffectOleander Station. (b) Except as specifically disclosed in set forth on Schedule 5.09(b) or except as could not reasonably be expected to have4.15, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been pending, or to the Knowledge of Sellers, CPI and/or OPP, threatened proceedings, actions, investigations, inquiries, requests for information, or other claims, liabilities or potential liabilities arising under any underground Environmental Laws regarding the Oleander Station or aboveground storage tanks the Release 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, leased or operated by any Loan Party or any threatened Release of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constituteSubstances thereon, therefrom, or constituted a violation of, (ii) require remedial action under or (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 result in a Material Adverse Effectadjacent thereto. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, under or otherwise relating to, to any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the knowledge of the Loan Parties never have been any underground or aboveground 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedSubsidiaries, discharged in the case of each of clauses ‎(i) through ‎(iv), in a manner, form or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations amount which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise reasonably be expected to liability under, Environmental Laws, which violations, remedial actions and liabilitieshave, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (di) Except as specifically disclosed could not, individually or in Schedule 5.09(d)the aggregate, neither the Borrower reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at at, on, under or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (eii) 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 any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Effect. (fd) Except as would could not reasonably be expected to resultexpected, individually or in the aggregate, in to have a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed respective Subsidiaries: (i) are, and at all prior times have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any liability of their current or obligation under intended operations or relating to for any property owned, leased, or otherwise operated by any of them; and (iii) are, and at all prior times have been, in compliance with all of their Environmental LawPermits.

Environmental Compliance. (a) There are no pending or, to the knowledge of the Borrower, threatened claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.location in a manner which would give rise to liability under applicable Environmental Laws. Table of Contents (c) The properties currently or formerly owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (iii) could give rise to liability under, applicable Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries for off-site disposal have been disposed of in a manner not reasonably expected 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 applicable Environmental Law. (g) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws.

Environmental Compliance. Except as disclosed to the Bank on Schedule 5.12: (ai) There are no claimsNo Hazardous Material is or has been generated, actionsused, suitsreleased, treated, disposed of or proceedings alleging potential liability or responsibility for violation ofstored, or otherwise relating tolocated, any Environmental Law that couldin, individually on 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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 under any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company or any portion thereof (except for the generation, use and storage, in strict compliance with all applicable Environmental Laws, of such Hazardous Materials as are necessary for the Subsidiaries do not contain conduct of the Company's business as it exists on the date of this Agreement), and no part of the property owned, leased or operated by the Company (now or in the past), including without limitation the soil and groundwater located thereon and thereunder, has been contaminated by any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, Material; (ii) require remedial action under no improvements on the property owned, leased or operated by the Company contain any asbestos or substances containing asbestos; (iii) could give rise none of the property owned, leased or operated by the Company has been the subject of remedial action; and (iv) to liability underthe best of the Company's knowledge, Environmental Lawsthe foregoing statements are true and correct with respect to all of the real property adjoining any of the property owned, which violationsleased or operated by the Company. (b) None of the property owned, remedial actions and liabilities, individually leased or operated by the Company (now or in the aggregatepast) has, could reasonably be expected pursuant to result in a Material Adverse Effectany 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 Company and, to the best of the knowledge of the Company, no underground storage tanks have ever been situated on the property owned, leased or operated by the Company. (d) Except as specifically disclosed All activities and operations of the Company meet all material requirements of all applicable Environmental Laws, the Company has not violated any Environmental Law in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertakingpast, and the property owned, leased or operated by the Company 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 never been the site of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements a violation of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, which could not reasonably be expected give rise to result in a Material Adverse Effect. (e) All The Company has never sent a Hazardous Materials generatedMaterial to a site which, usedpursuant to any Environmental Law, treated(i) has been placed on the "National Priorities List" or "CERCLIS List" (or any similar federal, handled state or stored atlocal list) of sites subject to possible environmental problems, or transported (ii) is subject to, or the source of, a claim, an administrative order or other request to take "response," "removal," "corrective" or from"remedial" action, as defined in any Environmental Law, or to pay for or contribute to the costs of cleaning up the site. (f) The Company is not 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 currently damage or formerly owned or operated by to personal injuries from exposure to any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected Hazardous Material. (g) The Company has timely filed all reports required to resultbe filed, individually or in the aggregatehas acquired all necessary certificates, approvals and permits, and has generated and maintained all required data, documentation and records required under all Environmental Laws, in each case where failure would not have 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) There Except as disclosed on Schedule 4.9, there are no claims, actions, suits, or proceedings claims alleging potential liability or responsibility for violation of, or otherwise relating to, of any Environmental Law on the respective businesses, operations and properties of the Loan Parties and the Material Subsidiaries that could, 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, have a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries Material Subsidiary is listed or or, to the knowledge of Borrowers, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the knowledge of Borrowers, never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its Subsidiaries Material Subsidiary or, to its knowledgethe best of the knowledge of Borrowers, on any property formerly owned or operated by any Loan Party or any of its SubsidiariesMaterial Subsidiary; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its SubsidiariesMaterial Subsidiary; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of Borrowers, formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationMaterial Subsidiary. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower No Loan Party nor any of its Subsidiaries Material Subsidiary is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All ; 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 the Loan Party or any of its Subsidiaries Material Subsidiary have been disposed of in a manner not reasonably expected to result, individually or result in the aggregate, in a Material Adverse Effect. (f) Except as would not reasonably be expected material liability to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed Party or any liability or obligation under or relating to any Environmental LawMaterial Subsidiary.

Environmental Compliance. (a) (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ba) 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state state, provincial or local list or is adjacent to any such property; (ii) to the knowledge of the Loan Parties or any of their Restricted Subsidiaries, there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) to the knowledge of the Loan Parties or any of their Restricted Subsidiaries, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed described in Schedule 5.09(b) 4.8 or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Credit Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Credit Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Credit Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Credit Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Credit Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company Holdings and the its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d)4.8, neither the Borrower Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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 Credit Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Environmental Compliance. (a) There are no claimspending or, to the knowledge of any Restricted Subsidiary, threatened, actions, suits, proceedings, demands or proceedings claims alleging potential liability or responsibility for violation of, or otherwise relating toliability under, any Environmental Law and relating to businesses, operations or properties of any Restricted Subsidiary that 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, have a Material Adverse Effect, (i) none of the properties currently or, to the knowledge of Holdings or any Restricted Subsidiary, formerly owned, leased or operated by any Loan Party Holdings or any of its Subsidiaries Restricted Subsidiary is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist; (ii) there are no and and, to the knowledge of Holdings or any Restricted Subsidiary, never have been any underground or 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 Holdings or any Restricted Subsidiary or, to its knowledge, on, at or under any property formerly owned, leased or operated by any Loan Party Holdings or any Restricted Subsidiary during or prior to the period of its Subsidiaries or, to its knowledge, on any property formerly owned such ownership or operated by any Loan Party or any of its Subsidiariesoperation; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Loan Party Holdings or any of its SubsidiariesRestricted Subsidiary; and (iv) there has been no Release of Hazardous Materials have not been releasedon, discharged at, under or disposed of by any Person on from any property currently currently, or to the knowledge of Holdings or any Restricted Subsidiary, formerly owned, leased owned or operated by any Loan Party Holdings or any Restricted Subsidiary or, to the knowledge of its Subsidiaries and Hazardous Materials have not otherwise been releasedHoldings or any Restricted Subsidiary, discharged any offsite locations to which Holdings or disposed of by any of the Loan Parties and their Subsidiaries at Restricted Subsidiary sent any other locationwastes for treatment or disposal. (c) The properties owned, leased real property and material personal property currently owned or operated by the Company and the Subsidiaries do not any Restricted Subsidiary does not, in each case, contain any Hazardous Materials in amounts or concentrations which that (i) constitute, or constituted a violation of, (ii) require response or remedial action under under, or (iii) could give rise to result in Holdings or such Restricted Subsidiary incurring liability under, under Environmental Laws, ; which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (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 any of its Subsidiaries have been disposed of in a manner not reasonably expected 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.

Environmental Compliance. (a) There are no pending or, to the knowledge of the Borrowers, threatened claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or or, to the knowledge of the Borrowers, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties currently or formerly owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (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 result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower Company nor any of its Subsidiaries is are undertaking, and has have not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries for off-site disposal have been disposed of in a manner not reasonably expected 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) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all Environmental Laws.

Environmental Compliance. (a) There are no pending or, to the knowledge of the Borrower, threatened claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as 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 of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iiiii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iviii) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other locationlocation in a manner which would give rise to liability under applicable Environmental Laws. (c) The properties currently or formerly owned, leased or operated by the Company Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted constitute a violation of, (ii) require remedial action under under, or (iii) could give rise to liability under, applicable Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location site or operationlocation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries for off-site disposal have been disposed of in a manner not reasonably expected 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 applicable Environmental Law. (g) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each of their Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected With respect 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 of the properties currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries their Subsidiaries, or to the knowledge of the Holding Companies and the Borrowers, any property formerly owned or operated by any Loan Party or any of their Subsidiaries, no such property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent list; (b) to any such property; the knowledge of the Holding Companies and the Borrowers, (iiA) there are no and never have been any underground or aboveground 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, leased owned or operated by any Loan Party or any of its their Subsidiaries or, to its knowledge, or on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; their Subsidiaries and (iiiB) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its their Subsidiaries; and and (ivc) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased owned or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. so as to give rise to Environmental Liability; in each case of (a), (b) and (c) The properties ownedabove, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilitiesother than such matters which, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. (di) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower No Loan Party nor any of its their Subsidiaries is undertaking, and nor has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. and (eii) 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 any of its their Subsidiaries have been disposed of in a manner not reasonably expected to resultresult in material liability to any Loan Party or any of their Subsidiaries, in each case of clauses (i) and (ii) above, other than such matters which, individually or in the aggregate, in could not reasonably be expected to have 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) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as specifically disclosed set forth in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect4.23, (i) none all of the assets and properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any 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 property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. (c) The properties presently owned, leased or operated by the Company and its Affiliates or divisions are in compliance with all Environmental Laws and are not subject to any pending or, to the Subsidiaries do not contain any Hazardous Materials in amounts knowledge of the Stockholders or concentrations which (i) constitutethe Company, or constituted a violation of, threatened Environmental Actions; (ii) require remedial action under none of the assets and properties which have been or are now owned, leased or operated by the Company, its divisions and Affiliates have been used for the generation, storage, manufacture, use, transportation, disposal or treatment of Hazardous Substances; (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually there has been no Hazardous Discharge on or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor from any of its Subsidiaries is undertaking, the assets and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently properties presently or formerly owned owned, leased or operated by the Company, its divisions or Affiliates; (iv) there are no outstanding or, to the knowledge of the Stockholders, threatened Environmental Actions against the Company or any Loan Party of the owners or operators of any facilities that may have received solid waste or Hazardous Substances from any of the assets, former assets and properties presently or formerly owned, leased or operated by the Company, divisions or Affiliates; and (v) the Company has not owned, possessed or arranged for the transportation of Hazardous Substances at any site where it has performed remediation services. No employee or other person has ever made a claim or demand against the Company based on alleged damage to health caused by any Hazardous Substance. All services performed by the Company, including, without limitation, remediation activities, were and are in full compliance with all Environmental Laws and applicable industrial and professional standards and provide no basis for an Environmental Action against the Company or any other Person or any other claim that such services were not properly performed. Stockholders have delivered to the Purchaser, true and correct copies or results of any reports, studies, tests, investigations and remediation activities conducted at the Real Property in the possession or initiated by the Company or the Stockholders pertaining to the existence of Hazardous Substances and other environmental concerns on any part of the Real Property or any properties previously owned or leased by the Company or any of its Subsidiaries have been disposed of predecessors or concerning compliance with or liability under Environmental Laws or other environmental matters in a manner not reasonably expected to result, individually or in connection with 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 operation of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental LawCompany's business and/or Real Property.

Environmental Compliance. (a) There are no claims, actions, suits, or proceedings 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, under or otherwise relating to, to any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that couldsuch Environmental Laws and claims could not, 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, leased owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the knowledge of the Loan Parties never have been any underground or aboveground 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, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledgethe knowledge of the Loan Parties, on any property formerly owned owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on on, at or in any property currently owned owned, leased or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been releasedReleased on, discharged at, under or disposed of by any Person on from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been releasedSubsidiaries, discharged or disposed in the case of by any each of the Loan Parties and their Subsidiaries at any other location. (c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which clauses (i) constitutethrough (iv), in a manner, form or constituted a violation of, (ii) require remedial action under or (iii) amount which could give rise reasonably be expected to liability under, Environmental Laws, which violations, remedial actions and liabilitieshave, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (di) Except as specifically disclosed could not, individually or in Schedule 5.09(d)the aggregate, neither the Borrower reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal Release of Hazardous Materials at at, on, under or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Law; and (eii) 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 any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Effect. (fd) Except as would could not reasonably be expected to resultexpected, individually or in the aggregate, in to have a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed respective Subsidiaries: (i) are, and at all prior times have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any liability of their current or obligation under intended operations or relating to for any property owned, leased, or otherwise operated by any of them; and (iii) are, and at all prior times have been, in compliance with all of their Environmental LawPermits.