Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could would not reasonably be expected cause a liability to have a Material Adverse Effectthe Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount: (a) Each To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No To the best knowledge of the Borrower, no Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and neither any Loan Party or nor any Subsidiary at such time (the “Businesses”)of its Subsidiaries, and there are no nor, to any Loan Party's knowledge, any other Person, has caused any conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has and neither any Loan Party nor any of its Subsidiaries, nor, to any Loan Party's knowledge, any other Person, caused any of the Facilities to have previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and, to the knowledge of any Responsible Officer of any Loan Party or any Subsidiary at such time (the “Businesses”)Party, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of any Responsible Officer of any Loan Party, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the any Loan PartiesParty, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of any Responsible Officer of any Loan Party, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time Facilities (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with arising under Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would reasonably be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party or any Subsidiary is or or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as (a) Each Credit Party will, and will cause its Subsidiaries to, (i) use and operate all of its and their facilities and properties in material compliance with all Environmental Laws, (ii) obtain and maintain all necessary permits, registrations, approvals, certificate, licenses and other authorizations required under Environmental Laws in effect and remain in material compliance therewith, (iii) handle, store, transport and dispose of all Hazardous Materials in material compliance with all Environmental Laws, and (iv) keep its and their property free of any Lien imposed by any Environmental Law, in each case of clauses (i) to (iv) above, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None The Borrower will promptly give notice to the Administrative Agent upon any Credit Party or Subsidiary thereof becoming aware (i) of the Facilities contains, any material violation by any Credit Party or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of their respective Subsidiaries of, or could give rise to liability under, any Environmental LawsLaw, (ii) of any written inquiry with respect to, proceeding against, written notice of investigation of or other action (including without limitation a written request for information or a written notice of violation or potential environmental liability from any foreign, federal, state or local environmental agency or board or any other Person) with respect to any Credit Party or any Subsidiary under any Environmental Law which would reasonably be expected to result in a Material Adverse Effect, or (iii) of the discovery of a release or threat of a release at, on, under or from any of the Real Property of any Credit Party or any Subsidiary or any facility or assets therein, which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) No Loan In the event of the presence of any Hazardous Material on any Real Property of any Credit Party, which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, each Credit Party nor any Subsidiary has received any written or verbal notice ofand its respective Subsidiaries, or inquiry from any Governmental Authority regardingupon discovery thereof, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance shall take all necessary steps in accordance with Environmental Laws with regard to any of the Facilities or the Businessesinitiate and reasonably expeditiously complete all response, nor does any Responsible Officer of any Loan Party have knowledge or reason corrective and other action to believe that mitigate and eliminate any such notice will violation or potential liability, and shall keep the Administrative Agent reasonably informed on a regular basis of their material actions and the results of such actions; provided that no Credit Party shall be received or required to undertake any such responsive action to the extent that its obligations to do so is being threatenedcontested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with the Accounting Principles. (d) Hazardous Materials have not been transported or disposed of from With respect to any event described in this Section 9.06 which would reasonably be expected to result in a Material Adverse Effect, the Facilities, or generated, treated, stored or disposed of at, on or under any of Credit Parties shall provide the Facilities or any other location, in each case by or on behalf Administrative Agent with copies of any Loan material notice, submittal or documentation provided by any Credit Party or any Subsidiary in violation ofof their respective Subsidiaries to any Governmental Authority or other Person under any Environmental Law relating to such event. Such notice, submittal or in a manner that would documentation shall be reasonably likely provided to give rise the Administrative Agent within thirty (30) Business Days after such material is provided to liability under, any applicable Environmental LawGovernmental Authority or third party. (e) No judicial proceeding or governmental or administrative action is pending orWith respect to any event described in this Section 9.06 which would reasonably be expected to result in a Material Adverse Effect, to at the knowledge written request of the Responsible Officers Administrative Agent, the Borrower shall provide, at its sole expense, an environmental site assessment (including, without limitation, the results of any groundwater or other testing, conducted at the Loan Parties, threatened, under Administrative Agent’s reasonable request) concerning any Environmental Law to which Real Property now or hereafter owned by any Loan Credit Party or any Subsidiary of their respective Subsidiaries that is the subject of such event, conducted by an environmental consulting firm reasonably acceptable to the Administrative Agent indicating the likely presence or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release absence of Hazardous Materials at or from that would reasonably be expected to require further action under Environmental Laws and the Facilities, or arising from or related to the operations (including disposal) potential cost of any Loan Party or any Subsidiary required action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, if the Facilities Borrower fails to provide the same within sixty (60) days (or otherwise such longer period as the Administrative Agent may agree to in connection with writing) after such request was made, the BusinessesAdministrative Agent may, in violation of or in amounts or in a manner that could give rise but is under no obligation to, conduct the same, and the Credit Parties shall grant and hereby do grant to liability under Environmental Lawsthe Administrative Agent and its agents reasonable access to such Real Property.

Environmental Compliance. Except as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: : (ai) Each the Loan Parties and their respective Subsidiaries and their respective operations and facilities are in compliance with applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Loan Parties and real properties ownedtheir respective Subsidiaries under applicable Environmental Laws, leased and compliance with the terms and conditions thereof; (ii) none of the Loan Parties or operated by their respective Subsidiaries has received any written communication that alleges that any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities of their respective Subsidiaries are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to the Facilities or the businesses operated by which any Loan Party or any Subsidiary at such time (the “Businesses”)has received written notice, and there are no conditions relating to the Facilities written notice by any person or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability entity alleging actual or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of on the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf part of any Loan Party or any Subsidiary in violation of, of their respective Subsidiaries based on or in a manner that would be reasonably likely pursuant to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is Law pending or, to the knowledge Loan Parties’ or their Subsidiaries’ knowledge, threatened against any of the Responsible Officers them; (iv) none of the Loan PartiesParties or their respective Subsidiaries is conducting or paying for, threatenedin whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; and (v) there are no actions, conditions or occurrences, including, without limitation, the Release or threatened Release of any Hazardous Materials, that could reasonably be expected to result in a violation of or liability under any Environmental Law to which any on the part of the Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the BusinessesParties and their respective Subsidiaries. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Restricted Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Restricted Subsidiary at such time (the “Businesses”), and and, to the knowledge of the Responsible Officers of the Loan Parties, there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of the Responsible Officers of the Loan Parties, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of the Responsible Officers of the Loan Parties, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. (g) There have been no accidents, explosions, implosions, collapses or flooding at or otherwise related to the properties owned or operated by any Loan Party or any other Restricted Subsidiary for which any Loan Party or any other Restricted Subsidiary has any pending or ongoing liability or reasonably expects to incur liability.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None No Loan Party and to the best knowledge of the Loan Parties, no other Person, has caused any of the Facilities containsto contain, or has to have previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Except for matters that have been fully resolved, neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, violation or non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Loan Parties, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or or, to the best knowledge of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under are in violation of any applicable Environmental LawsLaw. (b) None of the Facilities contains, or has previously contained, contains any Hazardous Materials at, on or under the Facilities in amounts or concentrations that that, either, constitute or constituted a violation ofof Environmental Law, or could as would reasonably be likely to give rise to liability under, Environmental LawsLiability. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or regarding, either, compliance with Environmental Laws or any release or threatened release of Hazardous Materials, with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported from or disposed of from from, the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary Subsidiary, which in either event case would result in a violation ofof Environmental Laws, or would be conducted in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawLiability. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or arising from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except in each case as where the existence and/or occurrence of any of the following could not reasonably be expected to have a Material Adverse Effect: (a) Each All operations of the facilities and real properties owned, leased or operated by any Loan each Consolidated Party or any Subsidiary (the “Facilities”) and all operations at the Facilities Real Properties are in compliance with all applicable Environmental Laws, and there is no violation of Consolidated Party has violated any Environmental Law with respect to the Facilities Real Properties or the businesses operated by Businesses, no Consolidated Party has caused, and, to the knowledge of the Responsible Officers of the Loan Parties, no other Person has caused, any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Consolidated Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential alleged liability regarding environmental matters or compliance with pursuant to Environmental Laws with regard to any of the Facilities Real Properties or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (dc) Hazardous Materials have not been transported or disposed of from the FacilitiesReal Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Properties or any other location, in each case by or on behalf of any Consolidated Party, or, to the knowledge of the Responsible Officers of the Loan Party or Parties, by any Subsidiary other Person on behalf of a Consolidated Party, in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (ed) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Consolidated Party or any Subsidiary is or will be named as a party, nor are there any Consolidated Parties subject to any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the BusinessesLaw. (fe) There has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesReal Properties, or arising from or related to the operations (including including, without limitation, disposal) of any Consolidated Party, or, to the knowledge of the Responsible Officers of the Loan Party or Parties, of any Subsidiary other Person in connection with the Facilities Real Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws.

Environmental Compliance. Except in each case as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary of its Subsidiaries (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary of its Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or any of the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary of its Subsidiaries in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the any Loan PartiesParty, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary of its Subsidiaries in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with arising under Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Loan Parties, their Subsidiaries and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities and their respective operations are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Loan Parties, their Subsidiaries and the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Loan Parties, their Subsidiaries and the Facilities or the Businesses that could give rise to liability under or relating to any applicable Environmental Laws. (b) None of the current or former Facilities contains, or has previously contained, any Hazardous Materials at, on or under the such Facilities in amounts a manner, amount or concentrations concentration that constitute constitutes or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary of its Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority or third party regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from any of the current or former Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary of its Subsidiaries in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under or relating to any Environmental Law with respect to any Loan Party, any Subsidiaryof its Subsidiaries, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary of its Subsidiaries in connection with the current or former Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesBusinesses (other than past matters that have previously been satisfactorily resolved with the applicable Governmental Authority), nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, of any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Parent or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance compliance, in all material respects, with all applicable Environmental Laws, and there is no violation in any material respect of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Parent and its Subsidiaries at such time (the “Businesses”), ) and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Parent nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Parent or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Parent or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Parent, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Parent or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. Each of the representations and warranties in this Section 6.09 to the extent relating to the action or inaction of Persons other than the Parent and its Subsidiaries is made only to the knowledge of the Responsible Officers of the Loan Parties.

Environmental Compliance. Except in each case as where the existence and/or occurrence of any of the following could not reasonably be expected to have a Material Adverse Effect: (a) Each All operations of the facilities and real properties owned, leased or operated by any Loan each Consolidated Party or any Subsidiary (the “Facilities”) and all operations at the Facilities Real Properties are in compliance with all applicable Environmental Laws, and there is no violation of Consolidated Party has violated any Environmental Law with respect to the Facilities Real Properties or the businesses operated by Businesses, no Consolidated Party has caused, and, to the knowledge of the Responsible Officers of the Loan Parties, no other Person has caused, any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Consolidated Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliancenon‑compliance, liability or potential alleged liability regarding environmental matters or compliance with pursuant to Environmental Laws with regard to any of the Facilities Real Properties or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (dc) Hazardous Materials have not been transported or disposed of from the FacilitiesReal Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Properties or any other location, in each case by or on behalf of any Consolidated Party, or, to the knowledge of the Responsible Officers of the Loan Party or Parties, by any Subsidiary other Person on behalf of a Consolidated Party, in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (ed) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Consolidated Party or any Subsidiary is or will be named as a party, nor are there any Consolidated Parties subject to any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the BusinessesLaw. (fe) There has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesReal Properties, or arising from or related to the operations (including including, without limitation, disposal) of any Consolidated Party, or, to the knowledge of the Responsible Officers of the Loan Party or Parties, of any Subsidiary other Person in connection with the Facilities Real Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not (i) Each of the Partnership Entities is in compliance with all laws, statutes, codes, regulations, ordinances, rules, orders, judgments, decrees, permits, authorizations or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional or local authority, relating to pollution, the protection of human health or safety, the environment, natural resources, or the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal, arrangement for transport or disposal, or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity or its operations, which compliance includes, without limitation, obtaining, maintaining and complying with all permits, authorizations and approvals issued by governmental authorities or required by Environmental Laws to conduct their respective businesses, and (ii) no Partnership Entity has received notice or otherwise has knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, transport, disposal, arrangement for transport or disposal, or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability or other obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: . Except as described in the Registration Statement and the most recent Preliminary Prospectus, (ax) Each there are no proceedings that are pending, or known to be contemplated, against any of the facilities and real properties ownedPartnership Entities under Environmental Laws in which a governmental authority is also a party, leased other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or operated by more will be imposed, (y) none of the Partnership Entities is aware of any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in issues regarding compliance with all applicable Environmental Laws, and there is no violation including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of any Environmental Law with respect to of the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”)Partnership Entities, and there are no conditions relating to (z) none of the Facilities Partnership Entities anticipates material capital expenditures as a result of or the Businesses that could give rise to liability under any applicable in connection with Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. (a) Except as could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: : (aA) Each of the each Consolidated Party and its operations and facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with, and not subject to any known liabilities under applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Parent or its Subsidiaries under applicable Environmental Laws, and there compliance with the terms and conditions thereof; (B) no Consolidated Party has received any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Parent or any of its Subsidiaries is no in violation of any Environmental Law Law; (C) there is no claim, action or cause of action filed with a Governmental Authority, no investigation with respect to which the Facilities or the businesses operated Parent has received written notice, and no written notice by any Loan Party person or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability entity alleging actual or potential liability regarding environmental matters on the part of any Consolidated Party based on or compliance with Environmental Laws with regard pursuant to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is Law pending or, to the knowledge Parent’s knowledge, threatened against any Consolidated Party or any person or entity whose liability under or pursuant to any Environmental Law any Consolidated Party has retained or assumed either contractually or by operation of the Responsible Officers law; (D) no Consolidated Party is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of the Loan Partiesthem subject or a party to any order, threatenedjudgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law Law; (E) no Lien or restriction has been recorded pursuant to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan assets, facility or property owned, operated or leased by any Consolidated Party; and (F) there are no past or present actions, any Subsidiaryactivities, circumstances, conditions or occurrences, including, without limitation, the Facilities Release or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) threatened Release of any Loan Party or any Subsidiary Hazardous Material, that could reasonably be expected to result in connection with the Facilities or otherwise in connection with the Businesses, in a violation of or in amounts or in a manner that could give rise to liability under any Environmental LawsLaw on the part of any Consolidated Party, including without limitation, any such liability which any Consolidated Party has retained or assumed either contractually or by operation of law.

Environmental Compliance. Except as could (a) Each Loan Party shall, and shall cause its Subsidiaries to, use and operate all of its and their businesses, facilities and properties in compliance with all Environmental Laws, including (i) keeping all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remaining in material compliance therewith, (ii) using, handling, managing, generating, treating, storing, transporting and disposing of all Hazardous Materials in material compliance with all applicable Environmental Laws, and (iii) keeping its and their property free of any Lien imposed by any Environmental Law, except in each case where the failure to do so would not reasonably be expected to have a Material Adverse Effect:. (ab) Each The Administrative Borrower shall promptly give notice to the Administrative Agent upon any Loan Party or Subsidiary thereof becoming aware of the facilities and real properties owned, leased or operated (i) any material violation by any Loan Party or any Subsidiary of its Subsidiaries of any Environmental Law, (ii) any inquiry with respect to, proceeding against, investigation of or other Environmental Claim with respect to any Loan Party under any Environmental Law, including without limitation a written request for information or a written notice of violation or potential environmental liability from any foreign, federal, state or local environmental agency or board or any other Governmental Authority or Person, or (iii) the “Facilities”discovery of a Release or threat of a Release in, at, on, under, to or from any of the Real Property of any Loan Party or any facility or assets therein in excess of reportable or allowable standards or levels under any Environmental Law, or under circumstances, or in a manner or amount which would reasonably be expected to require responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action under any Environmental Law, which in each case would reasonably be expected to have a Material Adverse Effect. (c) and all operations at In the Facilities are in compliance with all applicable Environmental Laws, and there is no event of material violation of any Environmental Law with respect to the Facilities or the businesses operated Release or presence of any Hazardous Material in, at, on, under, to or from any Real Property of any Loan Party in amounts which require responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective or other action under any Environmental Law or which subject any Loan Party to material liability under any Environmental Law, each Loan Party and its respective Subsidiaries, upon discovery thereof, shall take all steps required by Environmental Laws to initiate and expeditiously complete all responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action or other action to mitigate and eliminate any such violation or potential liability, and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions. (d) Each Loan Party shall provide the Administrative Agent with copies of any material notice, submittal or documentation (other than notices, submittals and documentation submitted in the ordinary course of any Loan Party’s business) provided by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating of its Subsidiaries to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, Person under any Environmental Law Law. Such notice, submittal or documentation shall be provided to which the Administrative Agent promptly and, in any Loan Party or any Subsidiary event, within five (5) Business Days after such material is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect provided to any Loan Party, any Subsidiary, the Facilities Governmental Authority or the Businessesthird party. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except for matters disclosed in the Parent’s SEC filings prior to May 4, 2018 (solely as could in effect on such date and without taking into account any changes to such matters after such date) or except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from from, any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the best of the Borrower's knowledge, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities The Borrower and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and its Subsidiaries will comply in all operations at the Facilities are in compliance material respects with all applicable Environmental LawsLaws in all jurisdictions in which any of them operates now or in the future, and there is no the Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower’s or any Subsidiary’s business, properties and assets. (b) If the Borrower or any Subsidiary shall (i) receive notice that any material violation of any Environmental Law with respect may have been committed or is about to be committed by the Facilities Borrower or any Subsidiary, (ii) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the businesses operated by any Loan Party Borrower or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted alleging a material violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from Environmental Law requiring the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party Borrower or any Subsidiary to take any action in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to connection with the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at into the environment or (iii) receive any notice from a federal, state or local government agency or private party alleging that the Facilities, or arising from or related to the operations (including disposal) of any Loan Party Borrower or any Subsidiary may be liable or responsible for any material amount of costs associated with a response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, the Borrower or such Subsidiary shall provide the Agent with a copy of such notice within five (5) days after the Borrower or such Subsidiary’s receipt thereof. Within fifteen (15) days after the Borrower or any Subsidiary has learned of the enactment or promulgation of any Environmental Law which may result in connection any Material Adverse Effect, the Borrower or such Subsidiary shall provide the Agent with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsnotice thereof.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or to the knowledge of any Responsible Officer of the Borrower, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and, to the knowledge of any Loan Party or Responsible Officer of any Subsidiary at such time (the “Businesses”)Note Party, and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of any Responsible Officer of any Note Party, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Neither any Note Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Note Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf at the direction of any Loan Note Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the Loan Partiesany Note Party, threatened, under any Environmental Law to which any Loan Note Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Note Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of any Responsible Officer of any Note Party, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Note Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could set forth on Schedule 4.9 and except where any failures to comply would not reasonably be expected to have a result in, either individually or in the aggregate, Material Adverse Effect: Environmental Liabilities to the Credit Parties and their Subsidiaries, (a) Each the operations of the facilities each Credit Party and real properties owned, leased or operated by any Loan each Subsidiary of each Credit Party or any Subsidiary (the “Facilities”) are and all operations at the Facilities are have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and there is no violation of any Environmental Law complying with respect to the Facilities or the businesses operated all Permits required by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. , (eb) No judicial proceeding no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no real property currently (or governmental to the Knowledge of any Credit Party previously) owned, leased, subleased, operated or administrative action otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of the Responsible Officers of the Loan Partiesany Credit Party, threatened) order, under action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law Law, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to which any Loan property of any Credit Party or any Subsidiary is of any Credit Party and, to the Knowledge of any Credit Party, no facts, circumstances or will conditions exist that could reasonably be named as a party, nor are there expected to result in 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 such Lien attaching to any Loan Partysuch property, (d) no Credit Party and no Subsidiary of any Subsidiary, the Facilities Credit Party has caused or the Businesses. (f) There has been no release or threat of release suffered to occur a Release of Hazardous Materials at at, to or from the Facilitiesany real property owned, leased, subleased or arising from otherwise operated or related to the operations (including disposal) of occupied by any Loan Credit Party or any Subsidiary in connection with of any Credit Party, (e) all real property currently (or to the Facilities knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise in connection with the Businessesoccupied by or for any such Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials and (f) no Credit Party and no Subsidiary of any Credit Party is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of or in amounts or in a manner that could give rise to liability under any Environmental LawsLaw.

Environmental Compliance. Except Each Omnipoint Entity has taken all ------------------------ steps as could not reasonably be expected are reasonable for companies in similar lines of business and size with respect to have a Material Adverse Effectsimilarly situated and like Real Estate to investigate the past and present condition and usage of its and its Subsidiaries' Real Estate and the operations conducted thereon and, based upon such diligent investigation, makes the following representations: (a) Each Except as set forth in the Current Phase I Audit and the Action Letter, each Omnipoint Entity is, to the best of the facilities and real properties ownedits knowledge, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions Laws relating to the Facilities operation of its business and the use and occupancy of any Real Estate. There is no pending or, to the best of its knowledge, threatened civil or the Businesses that could give rise criminal litigation, written notice of violation, administrative proceeding, or investigation, inquiry or information request by any person, entity or governmental authority relating to liability under any applicable Environmental LawsLaw (collectively "Environmental Claims") involving such Omnipoint Entity or -------------------- any person or entity for whom an Omnipoint Entity may be responsible by law or contract. (b) None Except as set forth in Schedule 5.23, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could form the Facilities containsbasis of any Environmental Claim against the Company or, to the Company's best knowledge after due inquiry, against any person or entity whose liability for any Environmental Claim the Company has previously contained, any Hazardous Materials at, on retained or under the Facilities in amounts assumed either contractually or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Lawsby operation of law. (c) No Set forth in Schedule 5.23 is a list of all environmental reports, investigations and audits relating to premises currently or previously owned or operated by any Omnipoint Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case whether conducted by or on behalf of any Omnipoint Loan Party or a third party, and whether done at the initiative of any Subsidiary Omnipoint Loan Party or directed by a governmental entity or other third party) which such Omnipoint Loan Party has in violation ofits possession or to which it has access, and complete and accurate copies of each such report, or in a manner that would the results of each such investigation or audit, have been provided to the Administrative Agent. (d) Each Omnipoint Entity has filed all reports and returns required to be reasonably likely to give rise to liability under, filed by such Omnipoint Entity under any applicable Environmental LawLaws. Each Omnipoint Entity has obtained and is in compliance with all licenses, permits, registrations, certificates, consents, approvals or authorizations (collectively, "Environmental Permits") required by all applicable --------------------- Environmental Laws. No event has occurred and is continuing that requires, or after notice or lapse of time or both would require, any modification or termination of any Environmental Permit. No Omnipoint Entity (i) has received any notice asserting the absence of any Environmental Permit or (ii) has knowledge of any environmental law proposed or under consideration, which, if effective, could have a Material Adverse Effect. (e) No judicial proceeding Except as set forth in the Current Phase I Audit and the Action Letter, no Omnipoint Entity nor any of the Real Estate is subject to any applicable Environmental Laws requiring the performance of site assessments for Materials of Environmental Concern, or the removal or remediation of Materials of Environmental Concern, or the giving of notice to any governmental agency or administrative action is pending orthe recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) effectiveness of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawstransactions contemplated hereby.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that could would likely give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Laws. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would likely give rise to liability under, of any Loan Party and its Subsidiaries under applicable Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been No Loan Party or any Subsidiary, or to the knowledge of any Loan Party or any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to the liability under, of any Loan Party or its Subsidiaries under any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which against any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would likely give rise to the liability of any Loan Party or its Subsidiaries under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation in any material respect of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses Businesses, that could give rise to liability that, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofin any material respect of Environmental Laws, or could reasonably be expected to give rise to liability underunder Environmental Laws that, Environmental Lawsindividually or in the aggregate, could exceed the Threshold Amount. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesBusinesses that could reasonably be expected to give rise to liability that, individually or in the aggregate, could exceed the Threshold Amount, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation ofin any material respect of any applicable Environmental Law, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, under any applicable Environmental LawLaw that, individually or in the aggregate, could exceed the Threshold Amount. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation in any material respect of Environmental Laws, or in amounts or in a manner that could give rise to liability under Environmental LawsLaws that could reasonably be expected to, individually or in the aggregate, exceed the Threshold Amount.

Environmental Compliance. Except as (a) Comply with all Environmental Laws except where the failure to comply could not reasonably be expected to have a Material Adverse Effect:. (ab) Each Promptly notify the Agent in the event of (i) any violation or asserted violation of any applicable law (including OSHA or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect or otherwise result in material liability to any Loan Party, and (ii) the facilities and real properties Disposal of any Hazardous Substance at any Real Property owned, leased or operated by any Loan Party or any Subsidiary (Subsidiary, or in the “Facilities”) event of any Release, or threatened Release, of a Hazardous Substance, on, at or from any such Property, except when such Disposal or Release is in the ordinary course of such Loan Party’s or such Subsidiary’s business and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation Laws or could not reasonably be expected to have a Material Adverse Effect. (c) Deliver promptly to the Agent (i) copies of any non-routine, material documents received from the United States Environmental Law with respect to the Facilities Protection Agency or the businesses operated any state, county or municipal environmental or health agency concerning any Loan Party’s operations, except documents of general applicability; and (ii) copies of any documents submitted by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning its operations, except submissions in the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None ordinary course of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedbusiness. (d) Hazardous Materials have not been transported Promptly notify the Agent upon receipt by any Loan Party of any written complaint, order, citation or disposed notice of from the Facilitiesviolation with respect to, or generatedif any Loan Party becomes aware of, treated(i) the existence or alleged existence of a violation of any applicable Environmental Law, stored (ii) the commencement of any cleanup pursuant to or disposed in accordance with any applicable Environmental Law of atany Hazardous Substances, on or under (iv) any Real Property of the Facilities any Loan Party that is or will be subject to a Lien imposed pursuant to any other locationEnvironmental Law, which, in each case by or on behalf of any Loan Party or any Subsidiary in violation ofabove, individually or in the aggregate, could reasonably be expected to have a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawMaterial Adverse Effect. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Borrower Parties and real their respective operations and properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, Laws and there is no violation Environmental Permits and none of the Borrower Parties are subject to any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental LawsLiability. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, Released on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending property currently or, to the knowledge of the Responsible Officers any Borrower, formerly owned or operated by any Borrower Party, except for such Releases that were in compliance with, or would not reasonably be expected to give rise to liability of any Borrower Party under, any Environmental Law. (c) None of the Loan PartiesBorrower Parties is undertaking, threatenedeither individually or together with other potentially responsible parties, under any investigation, remediation, mitigation, removal, assessment or remedial, response or corrective action relating to 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 to which Law. (d) All Hazardous Materials Released, generated, used, treated, handled or stored by any Loan Borrower Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersat, or other administrative transported by any Borrower Party to or judicial requirements outstanding under from, any Environmental Law property currently or, to the knowledge of any Borrower, formerly owned or operated by any Borrower Party have been disposed of in a manner not reasonably expected to result in liability to any Borrower Party. (e) None of the Borrower Parties has received written notice of or is subject to any claim, action, proceeding or suit with respect to any Loan Party, any Subsidiary, the Facilities actual or the Businessesalleged Environmental Liability. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, contains any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regardingalleging, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedFacilities. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the BusinessesFacilities. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposalincluding, without limitation, disposal of Hazardous Materials) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the BusinessesFacilities, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effectdisclosed and described in Schedule 6.09 attached hereto: (a) Each of the facilities and real properties ownedMortgaged Properties and, leased or operated by any to the knowledge of the Loan Party or any Subsidiary (the “Facilities”) and Parties, all operations at the Facilities thereon are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities Mortgaged Properties or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Mortgaged Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities Mortgaged Properties contains, or has previously contained, any Hazardous Materials at, on or under the Facilities Mortgaged Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities Mortgaged Properties or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the FacilitiesMortgaged Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Mortgaged Properties or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any the Loan Party, any SubsidiaryParties, the Facilities Mortgaged Properties or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesMortgaged Properties, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities Mortgaged Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as (a) Each Loan Party shall, and shall cause its Subsidiaries to, use and operate all of its and their businesses, facilities and properties in compliance with all Environmental Laws, including (i) keeping all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remaining in material compliance therewith, (ii) using, handling, managing, generating, treating, storing, transporting and disposing of all Hazardous Materials in material compliance with all applicable Environmental Laws, and (iii) keeping its and their property free of any Lien imposed by any Environmental Law, except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect:. (ab) Each The Borrower shall promptly give notice to the Administrative Agent upon any Loan Party or Subsidiary thereof becoming aware of the facilities and real properties owned, leased or operated (i) any material violation by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of its Subsidiaries of any Environmental Law with respect to the Facilities or the businesses operated by Law, (ii) any Environmental Claim against any Loan Party under any Environmental Law, including without limitation a written request for information or a written notice of violation or potential environmental liability from any foreign, federal, state or local environmental agency or board or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities other Governmental Authority or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities containsPerson, or has previously contained(iii) the discovery of a Release or threat of a Release in, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofon, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written to or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf Real Property of any Loan Party or any Subsidiary facility or assets therein in violation ofexcess of reportable or allowable standards or levels under any Environmental Law, or under circumstances, or in a manner that would or amount which could reasonably be reasonably likely expected to give rise to liability underrequire responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action under any applicable Environmental Law, which in each case could reasonably be expected to have a Material Adverse Effect. (ec) No judicial proceeding In the event of a (i) material violation of any Environmental Law, or governmental or administrative action is pending or(ii) the Release of any Hazardous Material in, at, on, under, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) any Real Property of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts which require reporting, corrective measures, investigative, remedial, monitoring, cleanup or other action under any Environmental Law, which in a manner that could give rise each case is reasonably likely to subject any Loan Party to material liability under any Environmental LawsLaw, each Loan Party and its respective Subsidiaries, upon discovery thereof, shall take all steps required by Environmental Laws to correct such violation or address such Release and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions, including providing to the Administrative Agent copies of material submissions to any Governmental Authority and relating to such correction of such violation and the address of such release.

Environmental Compliance. Except (a) The Loan Parties and their respective Subsidiaries are not aware of any Environmental Liabilities or claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) No property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, is listed or, to the knowledge of the Loan Parties, formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or, to the knowledge of the Loan Parties, is adjacent to any such property except (i) with respect to any Borrowing Base Property, as disclosed in the Environmental Reports or as could not result in a material Environmental Liability for any Loan Party or any of its Subsidiaries, or (ii) with respect to any other property, as could not reasonably be expected to have a Material Adverse Effect:. 126 (ac) Each Hazardous Materials have not been released, discharged or disposed of on, at, under or from (i) any Borrowing Base Property except as disclosed in the Environmental Reports or in a manner, form or amount that could not reasonably be expected to result in a material Environmental Liability for any Loan Party or any Subsidiary, or (ii) any property (other than a Borrowing Base Property) currently or, to the knowledge of the facilities and real properties ownedLoan Parties, leased formerly owned or operated by any Loan Party or any Subsidiary of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect. (d) Neither any Loan Party nor any of its Subsidiaries is undertaking, or has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the “Facilities”) and all operations at order of any Governmental Authority or the Facilities are in compliance with all applicable Environmental Laws, and there is no violation requirements of any Environmental Law Law, that could result in a material Environmental Liability for any Loan Party or any of its Subsidiaries, (i) except, with respect to any Borrowing Base Property, as disclosed in the Facilities Environmental Reports or, with respect to any such investigation or assessment or remedial or response action initiated after the businesses Closing Date, as disclosed to the Administrative Agent in writing, or (ii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to any other property (other than a Borrowing Base Property) either currently or formerly owned or operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities its Subsidiaries or any other location, in each case by property to or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to at which any Loan Party or any Subsidiary is of its Subsidiaries has disposed of, transported or will be named as a party, nor are there any consent decrees arranged for the transportation or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) disposal of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsHazardous Materials.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Responsible Officers of the Loan Parties, there are no conditions relating to the Facilities or the Businesses that could reasonably likely give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or to the knowledge of the Responsible Officers of the Loan Parties, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, applicable Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or to the knowledge of the Responsible Officers of the Loan Parties verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with applicable Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any applicable Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect applicable to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under applicable Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each To the knowledge of the facilities and real properties ownedResponsible Officers of the Loan Parties, leased or operated by any Loan Party or any Subsidiary (the “Facilities”i) and all operations at the Facilities and each of the Facilities are in compliance with all applicable Environmental Laws, and (ii) there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and (iii) there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None To the knowledge of the Responsible Officers of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal to the knowledge of the Responsible Officers of the Loan Parties, oral notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any a Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any a Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any a Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There To the knowledge of the Responsible Officers of the Loan Parties, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could would not reasonably be expected to have a Material Adverse Effect: (a) Each There is no violation by any Loan Party or any Subsidiary of the facilities and any Environmental Law with respect to real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no the Loan Parties do not know of any conditions relating to the Facilities or the Businesses that could give rise to liability of a Loan Party or any Subsidiary under any applicable Environmental Laws, including with respect to the containment of Hazardous Materials. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials by a Loan Party or any Subsidiary (or, to the knowledge of the Loan Parties, by any other Person) at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws.

Environmental Compliance. Except for matters disclosed in the Parent’s SEC filings prior to August 7, 2014 (solely as could in effect on such date and without taking into account any changes to such matters after such date) or except as would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a1) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b2) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c3) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d4) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e5) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regardingalleging, any material violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesFacilities, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the BusinessesFacilities. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposalincluding, without limitation, disposal of Hazardous Materials) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the BusinessesFacilities, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each There is no violation by any Loan Party or any Subsidiary of the facilities and any Environmental Law with respect to real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no the Loan Parties do not know of any conditions relating to the Facilities or the Businesses that could give rise to liability of a Loan Party or any Subsidiary under any applicable Environmental Laws, including with respect to the containment of Hazardous Materials. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials by a Loan Party or any Subsidiary (or, to the knowledge of the Loan Parties, by any other Person) at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Borrower Parties and real their respective operations and properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, Laws and there is no violation Environmental Permits and none of the Borrower Parties are subject to any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental LawsLiability. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, Released on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending property currently or, to the knowledge of the Responsible Officers Borrower, formerly owned or operated by any Borrower Party, except for such Releases that were in compliance with, or would not reasonably be expected to give rise to liability of any Borrower Party under, any Environmental Law. (c) None of the Loan PartiesBorrower Parties is undertaking, threatenedeither individually or together with other potentially responsible parties, under any investigation, remediation, mitigation, removal, assessment or remedial, response or corrective action relating to 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 to which Law. (d) All Hazardous Materials Released, generated, used, treated, handled or stored by any Loan Borrower Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersat, or other administrative transported by any Borrower Party to or judicial requirements outstanding under from, any Environmental Law property currently or, to the knowledge of the Borrower, formerly owned or operated by any Borrower Party have been disposed of in a manner not reasonably expected to result in liability to any Borrower Party. (e) None of the Borrower Parties has received written notice of or is subject to any claim, action, proceeding or suit with respect to any Loan Party, any Subsidiary, the Facilities actual or the Businessesalleged Environmental Liability. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that could would likely give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Laws. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would likely give rise to liability under, of any Loan Party and its Subsidiaries under applicable Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been No Loan Party or any Subsidiary, or to the knowledge of any Loan Party or any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to the liability under, of any Loan Party or its Subsidiaries under any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which against any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except (a) The Loan Parties and their respective Subsidiaries are not aware of any Environmental Liabilities or claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) No property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, is listed or, to the knowledge of the Loan Parties, formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or, to the knowledge of the Loan Parties, is adjacent to any such property except (i) with respect to any Borrowing Base Property, as disclosed in the Environmental Reports or as could not result in a material Environmental Liability for any Loan Party or any of its Subsidiaries, or (ii) with respect to any other property, as could not reasonably be expected to have a Material Adverse Effect:. (ac) Each Hazardous Materials have not been released, discharged or disposed of on, at, under or from (i) any Borrowing Base Property except as disclosed in the Environmental Reports or in a manner, form or amount that could not reasonably be expected to result in a material Environmental Liability for any Loan Party or any Subsidiary, or (ii) any property (other than a Borrowing Base Property) currently or, to the knowledge of the facilities and real properties ownedLoan Parties, leased formerly owned or operated by any Loan Party or any Subsidiary of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect. (d) Neither any Loan Party nor any of its Subsidiaries is undertaking, or has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the “Facilities”) and all operations at order of any Governmental Authority or the Facilities are in compliance with all applicable Environmental Laws, and there is no violation requirements of any Environmental Law Law, that could result in a material Environmental Liability for any Loan Party or any of its Subsidiaries, (i) except, with respect to any Borrowing Base Property, as disclosed in the Facilities Environmental Reports or, with respect to any such investigation or assessment or remedial or response action initiated after the businesses Closing Date, as disclosed to the Administrative Agent in writing, or (ii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to any other property (other than a Borrowing Base Property) either currently or formerly owned or operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities its Subsidiaries or any other location, in each case by property to or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to at which any Loan Party or any Subsidiary is of its Subsidiaries has disposed of, transported or will be named as a party, nor are there any consent decrees arranged for the transportation or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) disposal of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsHazardous Materials.

Environmental Compliance. Except as could set forth in Schedule 5.25 attached hereto and as would not reasonably be expected to have a Material Adverse Effect, and giving effect to the consummation of the Sincxxxx Xxxchase Agreements: (a) Each The Loan Parties have obtained all permits, licenses and other authorizations which are required under all Environmental Laws. The Loan Parties are in compliance with all terms and conditions of all such permits, licenses and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, including, without limitation, all Environmental Laws in all jurisdictions in which any Loan Party owns or operates a Station, a facility or site, arranges or has arranged for disposal or treatment of Hazardous Materials, solid waste or other wastes, accepts or has accepted for transport any Hazardous Materials, solid waste or other wastes or holds or has held any interest in real property or otherwise. (b) No Environmental Claim has been issued, no complaint has been filed, no penalty has been assessed and no litigation, proceeding, investigation or review is pending or, to the best of the facilities Parent's and real properties ownedthe Borrower's knowledge, leased or operated threatened by any Person with respect to any alleged failure by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance property owned by any Loan Party to comply with all applicable Environmental Laws, and there is no violation of any Environmental Law or to have any permit, license or authorization required in connection with the conduct of the business of any Loan Party or with respect to the Facilities any generation, treatment, storage, recycling, transportation, use, disposal or the businesses operated Release of any Hazardous Materials generated -44- 53 by any Loan Party or with respect to any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under real property in which any applicable Environmental Laws. (b) None of the Facilities contains, Loan Party holds or has previously contained, held an interest or any Hazardous Materials at, on past or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Lawspresent operation of any Loan Party. (c) No There are no Environmental Laws requiring any work, repairs, construction, Capital Expenditures or other remedial work of any nature whatsoever, with respect to any real property in which any Loan Party nor holds or has held an interest or any Subsidiary has received any written past or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer present operation of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedParty. (d) No Loan Party has handled any Hazardous Material, on any property now or previously owned or leased by a Loan Party. (e) To the best of the Parent's and the Borrower's knowledge: (i) no PCBs or asbestos is present at any property now or previously owned or any premises now or previously leased by any Loan Party; (ii) no underground storage tanks for Hazardous Materials, active or abandoned, are now or were previously operated at any property now or previously owned by any Loan Party, and, with respect to premises now or previously leased by any Loan Party, no underground storage tanks for Hazardous Materials, active or abandoned, are now or were previously operated by any Loan Party; (iii) no Hazardous Materials have not been transported Released, in a reportable quantity, where such a quantity has been established by statute, ordinance, rule, regulation or disposed of from the Facilitiesorder, or generated, treated, stored or disposed of at, on or under any of the Facilities property now or previously owned by any Loan Party; and (iv) no Hazardous Materials have been otherwise Released at, on or under any property now or previously owned or any premises now or previously leased by any Loan Party. (f) No Loan Party has transported or arranged for the transportation of any Hazardous Material to any location that is listed on the National Priorities List ("NPL") under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for possible inclusion on the NPL by the Environmental Protection Agency in the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. Section 300.5 ("CERCLIS"), or on any similar state or local list or that is the subject of Federal, state or local enforcement actions or other investigations that may lead to Environmental Claims against any Loan Party. (g) No Hazardous Material generated by any Loan Party has been recycled, treated, stored, disposed of or Released by any Loan Party at any location, in each case . (h) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of any Loan Party and no property now or previously owned or premises leased by any Subsidiary in violation ofLoan Party is listed or proposed for listing on the National Priorities list promulgated pursuant to CERCLA, on CERCLIS or in a manner that would be reasonably likely to give rise to liability under, on any applicable Environmental Lawsimilar state list of sites requiring investigation or clean-up. (ei) No judicial proceeding There are no Liens arising under or governmental or administrative action is pending or, pursuant to the knowledge any Environmental Laws on any of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party property owned or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to premises leased by any Loan Party, and no government actions have been taken or are in process which could subject any Subsidiaryof such property to such Liens, and no Loan Party would be required to place any notice or restriction relating to the Facilities or the Businesses. (f) There has been no release or threat of release presence of Hazardous Materials at any property owned by it in any deed to such property. (j) No Loan Party has retained or from assumed any liabilities (contingent or otherwise) in respect of any Environmental Claims under the Facilitiesterms of any contract or agreement or by operation of law as a result of the sale of assets or stock. (k) There have been no environmental investigations, studies, audits, tests, reviews or arising from other analyses conducted by or related to which are in the operations (including disposal) possession of any Loan Party in relation to any property or any Subsidiary in connection with facility now or previously owned or leased by such Loan Party which have not been made available to the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsAdministrative Agent.

Environmental Compliance. (a) Except as where such violation or liability could not reasonably be expected to have a Material Adverse Effect: (a) Each of , the facilities and real properties Properties owned, leased or operated by any of the Loan Party Parties do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) could give rise to liability under, any Subsidiary Environmental Law. (b) Except where such violation could not reasonably be expected to have a Material Adverse Effect, (i) the “Facilities”Properties and (ii) and all operations of the Loan Parties at the Facilities Properties are in compliance compliance, and have in the last five years been in compliance, with all applicable Environmental LawsLaws and, and to the knowledge of the Loan Parties, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Facilities Properties or the businesses business operated by any of the Loan Party or any Subsidiary at such time Parties (the “Businesses”"Business"), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No None of the Loan Party nor any Subsidiary Parties has received any written or verbal actual notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities Properties or the BusinessesBusiness that could reasonably be expected to have a Material Adverse Effect, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that of any such notice will be received or is being threatenedthreatened notice. (d) Hazardous To the knowledge of the Loan Parties, Materials of Environmental Concern have not been transported or disposed of from the FacilitiesProperties in violation of, or in a manner or to a location which could give rise to material liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary Properties in violation of, or in a manner that would be reasonably likely to could give rise to material liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the any Loan PartiesParty, threatened, under any Environmental Law to which any of the Loan Party or any Subsidiary Parties is or will be named as a partyparty with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness. (f) There To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the FacilitiesProperties, or arising from or related to the operations (including disposal) of any of the Loan Party or any Subsidiary Parties in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that that, individually or in the aggregate, could give rise to any material liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect:Effect (it being understood that to the extent any representation or warranty in this Section 6.09 applies to any Facility formerly but not currently owned or operated by the Borrower or any Subsidiary, the following representations and warranties in this Section 6.09 are only made with respect to the period during which the Borrower or any Subsidiary owned or operated such Facility): (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and neither any Loan Party or nor any Subsidiary at such time (nor, to the “Businesses”)knowledge of the Borrower, and there are no any other Person has caused any conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of the Borrower, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other locationFacilities, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of the Borrower, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not described in NEP Execution Date SEC Documents or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: , the Partnership Entities (aA) Each of the are conducting and have conducted their businesses, operations and facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to (as defined below); (B) have duly obtained, possess, maintain in full force and effect and have fulfilled and performed all of their obligations under any of the Facilities and all permits, licenses or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. registrations required under Environmental Law (d“Environmental Permits”); (C) Hazardous Materials have not been transported or disposed of received any written notice from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities a governmental authority or any other location, in each case by third party alleging any violation of Environmental Law or on behalf of liability thereunder; (D) are not subject to any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge best Knowledge of the Responsible Officers of the Loan NEP Parties, threatened, threatened claim in writing or other legal proceeding under any Environmental Law to which Laws against any Loan Party of the Partnership Entities; (E) do not have Knowledge of any applicable Environmental Laws or any Subsidiary is unsatisfied conditions in an Environmental Permit, that, individually or will in the aggregate, can reasonably be named as expected to require any material capital expenditures or material modification of current operations in order to maintain the Partnership Entities’ compliance with Environmental Laws; and (F) do not have Knowledge of any facts or circumstances that reasonably would be expected to result in the Partnership Entities being subjected to a partymaterial liability arising under Environmental Laws. As used in this paragraph, nor are there “Environmental Laws” means any consent decrees or other decreesand all applicable foreign, consent ordersfederal, administrative orders or other ordersstate and local laws and regulations, or other any enforceable administrative or judicial requirements outstanding under any Environmental Law with respect interpretation thereof, relating to any Loan Party, any Subsidiary, the Facilities pollution or the Businesses. protection of human health or the environment, including, without limitation, those relating to (fi) There has been no release emissions, discharges or threat of release releases of Hazardous Materials at Substances into ambient air, surface water, groundwater or from land, (ii) the Facilitiesgeneration, manufacture, processing, distribution, use, treatment, storage, disposal, release, transport or handling of, or arising from exposure to, Hazardous Substances, (iii) the protection of wildlife or related to endangered or threatened species or (iv) the operations (including disposal) investigation, remediation or cleanup of any Loan Party Hazardous Substances. As used in this paragraph, “Hazardous Substances” means pollutants, contaminants, hazardous substances, materials or wastes, petroleum, petroleum products and their breakdown constituents or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability other chemical substance regulated under Environmental Laws.

Environmental Compliance. Except as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Restricted Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Restricted Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, Neither any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (dc) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (ed) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. (a) Except as for Disclosed Matters, (i) the Loan Parties obtained, or made timely application for, all permits, certificates, licenses, approvals, registrations and other authorizations (collectively “Permits”) which are required under all applicable Environmental Laws and are necessary for their operations and are in compliance with the terms and conditions of all such Permits, except where the failure to obtain such Permits or to comply with their terms could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect:; (aii) Each of the facilities no notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and real properties ownedno investigation or review is pending, leased or operated to such Loan Party’s knowledge, threatened by any governmental entity or other Person with respect to any (A) alleged violation by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated Law, (B) alleged failure by any Loan Party to have any Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, (C) any Subsidiary at generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials or (D) release of Hazardous Materials, except where such time event or events could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (the “Businesses”), and there are no conditions relating iii) all oral or written notifications of a release of Hazardous Materials required to the Facilities or the Businesses that could give rise to liability be filed under any applicable Environmental Laws. (b) None Law have been filed or are in the process of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case filed by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that where the failure to do so would be reasonably likely to give rise to liability under, any applicable Environmental Law.have a Material Adverse Effect; and (eiv) No judicial proceeding no property now owned or governmental leased by any Loan Party and, no such property previously owned or administrative action leased or any property to which any Loan Party has, directly or indirectly, transported or arranged for the transportation of any Hazardous Materials, is pending listed or, to the Borrower’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement actions or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, other investigations which may lead to claims against any SubsidiaryLoan Party for clean-up costs, remedial work, damage to natural resources or personal injury claims, including, but not limited to, claims under CERCLA, except where such listings or investigations could not reasonably be expected to have, individually or in the Facilities or the Businessesaggregate, a Material Adverse Effect. (fb) There has been no release For purposes of this Section 3.8, the “Loan Party” and “Borrower” shall include any business or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations business entity (including disposala corporation) which is a predecessor, in whole or in part, of any such Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the BusinessesBorrower, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsrespectively.

Environmental Compliance. Except as could not reasonably be expected disclosed and described in Schedule 6.09 attached hereto, to have a Material Adverse Effectthe best knowledge of the Loan Parties: (a) Each of the facilities and real properties ownedUnderlying Assets and, leased or operated by any to the knowledge of the Loan Party or any Subsidiary (the “Facilities”) and Parties, all operations at the Facilities thereon are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities Underlying Assets or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Underlying Assets or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities Underlying Assets contains, or has previously contained, any Hazardous Materials at, on or under the Facilities Underlying Assets in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities Underlying Assets or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the FacilitiesUnderlying Assets, or generated, treated, stored or disposed of at, on or under any of the Facilities Underlying Assets or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any the Loan Party, any SubsidiaryParties, the Facilities Underlying Assets or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesUnderlying Assets, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities Underlying Assets or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as (a) Each Loan Party shall, and shall cause its Subsidiaries to, use and operate all of its and their businesses, facilities and properties in compliance with all Environmental Laws, including (i) keeping all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remaining in material compliance therewith, (ii) using, handling, managing, generating, treating, storing, transporting and disposing of all Hazardous Materials in material compliance with all applicable Environmental Laws, and (iii) keeping its and their property free of any Lien imposed by any Environmental Law, except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect:. (ab) Each The Borrower shall promptly give notice to the Administrative Agent upon any Loan Party or Subsidiary thereof becoming aware of the facilities and real properties owned, leased or operated (i) any violation by any Loan Party or any Subsidiary of its Subsidiaries of any Environmental Law, (ii) any inquiry with respect to, proceeding against, investigation of or other Environmental Claim with respect to any Loan Party under any Environmental Law, including without limitation a written request for information or a written notice of violation or potential environmental liability from any foreign, federal, state or local environmental agency or board or any other Governmental Authority or Person, or (iii) the “Facilities”discovery of a Release or threat of a Release in, at, on, under, to or from any of the Real Property of any Loan Party or any facility or assets therein in excess of reportable or allowable standards or levels under any Environmental Law, or under circumstances, or in a manner or amount which could reasonably be expected to require responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action under any Environmental Law, which in each case could reasonably be expected to have a Material Adverse Effect. (c) and all operations at In the Facilities are in compliance with all applicable Environmental Laws, and there is no event of material violation of any Environmental Law with respect to the Facilities or the businesses operated Release or presence of any Hazardous Material in, at, on, under, to or from any Real Property of any Loan Party in amounts which require responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective or other action under any Environmental Law or which subject any Loan Party to material liability under any Environmental Law, each Loan Party and its respective Subsidiaries, upon discovery thereof, shall take all steps required by Environmental Laws to initiate and expeditiously complete all responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action or other action to mitigate and eliminate any such violation or potential liability, and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions. (d) Each Loan Party shall provide the Administrative Agent with copies of any material notice, submittal or documentation (other than notices, submittals and documentation submitted in the ordinary course of any Loan Party’s business) provided by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating of its Subsidiaries to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, Person under any Environmental Law Law. Such notice, submittal or documentation shall be provided to which the Administrative Agent promptly and, in any Loan Party or any Subsidiary event, within five (5) Business Days after such material is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect provided to any Loan Party, any Subsidiary, the Facilities Governmental Authority or the Businessesthird party. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “"Facilities”") and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “"Businesses”"), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation in any material respect of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses Businesses, that could give rise to liability that, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofin any material respect of Environmental Laws, or could reasonably be expected to give rise to liability underunder Environmental Laws that, Environmental Lawsindividually or in the aggregate, could exceed the Threshold Amount. (c) No Loan Neither any Note Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Note Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Note Party or any Subsidiary in violation ofin any material respect of any applicable Environmental Law, or in a manner that would be reasonably likely to give rise to liability under, under any applicable Environmental LawLaw that, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Note Parties, threatened, under any Environmental Law to which any Loan Note Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Note Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Note Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation in any material respect of Environmental Laws, or in amounts or in a manner that could give rise to liability under Environmental LawsLaws that, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect:set forth in Schedule 3.1(v): (ai) Each Transferred Company is on the date of this Agreement and has been and will be on the facilities Closing Date in compliance with Environmental, Laws in all material respects, and real properties ownedto the knowledge of Seller, leased or operated by any Loan Party or any Subsidiary (each Gathering Company is and has been and will be on the “Facilities”) and all operations at the Facilities are Closing Date in compliance with all applicable Environmental Laws in all material respects; (ii) Each Transferred Company, and, to Seller's knowledge, each Gathering Company, has made all notices and obtained all material permits, licenses and registration required by Environmental Laws, or has submitted applications for them, and is in material compliance with their terms and conditions; (iii) No Governmental Authority or any third person has made any environmental claim against a Transferred Company or, to Seller's knowledge, a Gathering Company, including the filing of any lawsuit, the commencement of any administrative action or proceeding, or the issuance of any order, decree, consent agreement or notice of violation, and, to Seller's knowledge, no such claim is threatened; (iv) No Hazardous Materials that have been generated or transported by a Transferred Company, or to Seller's knowledge, a Gathering Company, have been disposed of at a site which at the time of the Closing is on the National Priorities List, the CERCLIS or any analogous list of State Superfund sites, nor has a Transferred Company or, to Seller's knowledge, a Gathering Company, received notice that any Governmental Authority claims or, to Seller's knowledge, threatens to claim, that a Transferred Company or a Gathering Company is a potentially responsible party in connection with a cleanup authorized by CERCLA; and (v) To the Seller's knowledge, there is have been no material releases of Hazardous Materials to surface waters or groundwater by a Transferred Company or a Gathering Company in violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (bA) None of the Facilities containsTHE SELLER SHALL NOT BE DEEMED TO HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, or has previously containedWHETHER EXPRESS, any Hazardous Materials atIMPLIED, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofSTATUTORY OR OTHERWISE, or could give rise to liability underOR RELATING TO THE TITLE, Environmental LawsCONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR ANY PURPOSE OR AS TO MERCHANTABILITY WITH RESPECT TO ANY TRANSFERRED COMPANY OR GATHERING COMPANY OR ITS ASSETS; AND (B) THE SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OR HYDROCARBON RESERVES (IF ANY) IN THE AREA OF ANY OF THE ASSETS OF ANY TRANSFERRED COMPANY OR THE ABILITY OR POTENTIAL OF ANY OF THE ASSETS OF ANY TRANSFERRED COMPANY TO GATHER SUCH HYDROCARBONS OR ANY OTHER MATTERS CONTAINED IN THE DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER BY THE SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES OR BY ANY OTHER PARTY. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Parent Borrower or any Subsidiary (the “Facilities”) and all operations of the Parent Borrower and its Subsidiaries at the Facilities (the “Businesses”) are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Parent Borrower nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe a reasonable expectation that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Parent Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely be expected to give rise to result in liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Parent Borrower or any Subsidiary is or will be named as a party, nor are there is the Parent Borrower or any Subsidiary a party to any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Parent Borrower, any Subsidiary, the Facilities or the BusinessesBusinesses except for such routine administrative requirements as are applicable to the Facilities or the Business under Environmental Law. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Parent Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation CHAR1\1858684v2 of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations of the Borrower and its Subsidiaries at the Facilities (the “Businesses”) are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe a reasonable expectation that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely be expected to give rise to result in liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there is the Borrower or any Subsidiary a party to any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the BusinessesBusinesses except for such routine administrative requirements as are applicable to the Facilities or the Business under Environmental Law. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as (a) Each Loan Party shall, and shall cause its Subsidiaries to, use and operate all of its and their businesses, facilities and properties in compliance with all Environmental Laws, including (i) keeping all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remaining in material compliance therewith, (ii) using, handling, managing, generating, treating, storing, transporting and disposing of all Hazardous Materials in material compliance with all applicable Environmental Laws, and (iii) keeping its and their property free of any Lien imposed by any Environmental Law, except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect:. (ab) Each The Borrowers shall promptly give notice to the Administrative Agent upon any Loan Party or Subsidiary thereof becoming aware of the facilities and real properties owned, leased or operated (i) any violation by any Loan Party or any Subsidiary of its Subsidiaries of any Environmental Law, (ii) any inquiry with respect to, proceeding against, investigation of or other Environmental Claim with respect to any Loan Party under any Environmental Law, including without limitation a written request for information or a written notice of violation or potential environmental liability from any foreign, federal, state or local environmental agency or board or any other Governmental Authority or Person, or (iii) the “Facilities”discovery of a Release or threat of a Release in, at, on, under, to or from any of the Real Property of any Loan Party or any facility or assets therein in excess of reportable or allowable standards or levels under any Environmental Law, or under circumstances, or in a manner or amount which could reasonably be expected to require responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action under any Environmental Law, which in each case could reasonably be expected to have a Material Adverse Effect. (c) and all operations at In the Facilities are in compliance with all applicable Environmental Laws, and there is no event of material violation of any Environmental Law with respect to the Facilities or the businesses operated Release or presence of any Hazardous Material in, at, on, under, to or from any Real Property of any Loan Party in amounts which require responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective or other action under any Environmental Law or which subject any Loan Party to material liability under any Environmental Law, each Loan Party and its respective Subsidiaries, upon discovery thereof, shall take all steps required by Environmental Laws to initiate and expeditiously complete all responsive, corrective, investigative, remedial, monitoring, cleanup or other corrective action or other action to mitigate and eliminate any such violation or potential liability, and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions. (d) Each Loan Party shall provide the Administrative Agent with copies of any material notice, submittal or documentation (other than notices, submittals and documentation submitted in the ordinary course of any Loan Party’s business) provided by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating of its Subsidiaries to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, Person under any Environmental Law Law. Such notice, submittal or documentation shall be provided to which the Administrative Agent promptly and, in any Loan Party or any Subsidiary event, within five (5) Business Days after such material is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect provided to any Loan Party, any Subsidiary, the Facilities Governmental Authority or the Businessesthird party. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that could would likely give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Laws. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation by a Loan Party or any of its Subsidiaries of, or could would likely give rise to liability of any Loan Party and its Subsidiaries under, applicable Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been No Loan Party or any Subsidiary, or to the knowledge of any Loan Party or any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to the liability under, of any Loan Party or its Subsidiaries under any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which against any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would likely give rise to the liability of any Loan Party or its Subsidiaries under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and, to the knowledge of any Loan Party or Responsible Officer of any Subsidiary at such time (the “Businesses”)Note \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 Party, and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of any Responsible Officer of any Note Party, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Neither any Note Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Note Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf at the direction of any Loan Note Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the Loan Partiesany Note Party, threatened, under any Environmental Law to which any Loan Note Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Note Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of any Responsible Officer of any Note Party, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Note Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by any Loan Party or any Subsidiary of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability for any Loan Party under any applicable Environmental Laws. (b) None of the Facilities containscontains or, or to the knowledge of any Responsible Officer of any Loan Party, has previously contained, contained any Hazardous Materials for which any Loan Party is responsible or is alleged by a third-party to be responsible, in whole or in part, at, on or under the Facilities in amounts or concentrations that (i) constitute or constituted a violation ofof Environmental Law, or (ii) could give rise to liability under, for any Loan Party or any Subsidiary under Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities for which any Loan Party or any Subsidiary is responsible or the Businesses. (f) There has been no release by any Loan Party or threat of release any Subsidiary of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability for any Loan Party or any Subsidiary under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: : (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and, to the knowledge of any Loan Party or Responsible Officer of any Subsidiary at such time (the “Businesses”)Note Party, and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of any Responsible Officer of any Note Party, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Neither any Note Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Note Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf at the direction of any Loan Note Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the Loan Partiesany Note Party, threatened, under any Environmental Law to which any Loan Note Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other 54 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Note Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of any Responsible Officer of any Note Party, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Note Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, to the knowledge of the Loan Parties, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedFacilities. (d) To the knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case case, by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There No Loan Party, nor, to the knowledge of the Borrower, any other Person has been no caused any release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesBusinesses (other than past matters that have previously been satisfactorily resolved with the applicable Governmental Authority), nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, of any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably (a) Each Borrower (including for the purposes of this Section, any former or current Affiliate or Subsidiary of each Borrower) is now and has been in compliance with all Environmental Laws, except where the failure to be expected to in compliance would not, individually or in the aggregate, have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of No toxic, hazardous or polluting substances or wastes ("Hazardous Substances") have been released, discharged or disposed of, spilled, leaked, pumped, poured, emitted, emptied, injected, leached, dumped or allowed to escape ("Release") other than as allowed by the Facilities containsEnvironmental Laws, at, on, or has previously contained, under any Hazardous Materials at, on property now owned or under the Facilities in amounts or concentrations that constitute or constituted a violation ofoccupied by any Borrower, or could give rise during such time as any Borrower formerly owned or occupied any property, by any Borrower, or to liability underany Borrower's knowledge, Environmental Lawsby any third party. (c) No Loan Party nor any Subsidiary Borrower has received from any written federal, state or verbal notice oflocal environmental regulatory entity any requests for information, notices of claim, demand letters, or inquiry from other notification that in connection with the ownership or use of any Governmental Authority regardingreal estate or the conduct of such Borrower's business, any violation, alleged violation, non-compliance, liability it is or potential liability regarding environmental matters or compliance may be potentially responsible with Environmental Laws with regard respect to any investigation or clean-up of the Facilities or the Businesses, nor does Hazardous Substances at any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedsites. (d) No Hazardous Materials have not been transported Substance has come to be located at any site which is listed or disposed of from the Facilitiesproposed for listing under CERCLA, Comprehensive Environmental Response, Compensation Liability Information System (CERCLIS) or on any similar state 31 list, or generatedwhich is the subject of federal, treatedstate or local enforcement actions or other investigations which may lead to claims against any Borrower or the Banks for clean-up costs, stored remedial work, damages to natural resources or disposed of atfor personal injury claims, on including, but not limited to, claims under CERCLA. (e) There have been no environmental inspections, investigations, studies, audits, tests, reviews or under any of the Facilities or any other location, in each case analyses prepared by or on behalf of any Loan Party Borrower ("Reports") conducted in relation to either (i) any property or any Subsidiary in violation ofbusiness now owned, operated, or in a manner that would be reasonably likely to give rise to liability underleased by any Borrower or (ii) any property previously owned, operated or leased by any applicable Environmental LawBorrower. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (ai) Each To the knowledge of the facilities Loan Parties, each of the Facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”ii) and all operations of the Loan Parties and their Subsidiaries at the Facilities Facilities, are in compliance with all applicable Environmental Laws, and there no Loan Party or any of its Subsidiaries is no in violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the use of the Facilities by the Loan Parties or their Subsidiaries or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Loan Parties, Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: : (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or to the knowledge of any Responsible Officer of the Borrower, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened., (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and, to the knowledge of any Loan Party or Responsible Officer of any Subsidiary at such time (the “Businesses”)Note Party, and there are no conditions relating to the Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of any Responsible Officer of any Note Party, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Loan Neither any Note Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Note Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf at the direction of any Loan Note Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Responsible Officers Officer of the Loan Partiesany Note Party, threatened, under any Environmental Law to which any Loan Note Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Note Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, to the knowledge of any Responsible Officer of any Note Party, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Note Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: : (ai) Each the Loan Parties and their respective Subsidiaries and their respective operations and facilities are in compliance with applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Loan Parties and real properties ownedtheir respective Subsidiaries under applicable Environmental Laws, leased and compliance with the terms and conditions thereof; (ii) none of the Loan Parties or operated by their respective Subsidiaries has received any written communication that alleges that any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities of their respective Subsidiaries are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to the Facilities or the businesses operated by which any Loan Party or any Subsidiary at such time (the “Businesses”)has received written notice, and there are no conditions relating to the Facilities written notice by any person or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability entity alleging actual or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of on the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf part of any Loan Party or any Subsidiary in violation of, of their respective Subsidiaries based on or in a manner that would be reasonably likely pursuant to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is Law pending or, to the knowledge Loan Parties’ or their Subsidiaries’ knowledge, threatened against any of the Responsible Officers them; (iv) none of the Loan PartiesParties or their respective Subsidiaries is conducting or paying for, threatenedin whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or CH\2082905.9 agreement which imposes any obligation or liability under any Environmental Law; and (v) there are no actions, conditions or occurrences, including, without limitation, the Release or threatened Release of any Hazardous Materials, that could reasonably be expected to result in a violation of or liability under any Environmental Law to which any on the part of the Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the BusinessesParties and their respective Subsidiaries. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Company or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary each Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor Borrower or any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Company or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Company or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan PartyBorrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Company or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as where the occurrence and/or existence of any of the following could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Real Properties and all operations at the Facilities Real Properties are in material compliance with all applicable Environmental Laws, and there is no material violation of any Environmental Law with respect to the Facilities Real Properties or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities Real Properties or the Businesses that could give rise to material liability of any Consolidated Party under any applicable Environmental Laws. (b) None of the Facilities Real Properties contains, or or, to the best knowledge of the Consolidated Parties, has previously contained, any Hazardous Materials at, on or under the Facilities Real Properties in amounts or concentrations that constitute or constituted a material violation of, or could give rise to material liability of any Consolidated Party under, Environmental Laws. (c) No Loan In the past five (5) years, no Consolidated Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities Real Properties or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the FacilitiesReal Properties, or generated, treated, stored or disposed of at, on or under any of the Facilities Real Properties or any other location, in each case by or on behalf of any Loan Consolidated Party or any Subsidiary in material violation of, or in a manner that would be reasonably likely to could give rise to material liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Consolidated Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other binding administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiarythe Consolidated Parties, the Facilities Real Properties or the Businesses. (f) There has been no release release, or threat of release release, of Hazardous Materials at or from the FacilitiesReal Properties, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Consolidated Party or any Subsidiary in connection with the Facilities Real Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to material liability of any Consolidated Party under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under are in violation of any applicable Environmental LawsLaw. (b) None of the Facilities contains, or has previously contained, contains any Hazardous Materials at, on or under the Facilities in amounts or concentrations that that, either, constitute or constituted a violation ofof Environmental Law, or could as would reasonably be likely to give rise to liability under, Environmental LawsLiability. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or regarding, either, compliance with Environmental Laws or any release or threatened release of Hazardous Materials, with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported from or disposed of from from, the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary Subsidiary, which in either event case would result in a violation ofof Environmental Laws, or would be conducted in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawLiability. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses.. 122 (f) There has been no release or threat of release of Hazardous Materials at or arising from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Facilities of such Loan Party or any Subsidiary (the “Facilities”) and its Subsidiaries and all operations at the such Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the such Facilities or the businesses operated by any Businesses of such Loan Party or any Subsidiary at such time (the “Businesses”)and its Subsidiaries, and there are no conditions relating to the such Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the such Facilities contains, or has previously contained, any Hazardous Materials at, on or under the such Facilities in amounts or concentrations that constitute or or, to the knowledge of the Loan Parties, constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) No Neither such Loan Party nor any Subsidiary thereof has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the such Facilities or the Businesses, nor does any Responsible Officer of any such Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the such Facilities, or generated, treated, stored or disposed of at, on or under any of the such Facilities or any other location, in each case by or on behalf of any such Loan Party or any Subsidiary thereof in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the such Loan PartiesParty, threatened, under any Environmental Law to which any such Loan Party or any Subsidiary thereof is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any such Loan Party, any Subsidiary, the such Facilities or the such Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the such Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any such Loan Party or any such Subsidiary in connection with the such Facilities or otherwise in connection with the such Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except for matters disclosed in the Parent’s SEC filings prior to May 4, 2018 (solely as could in effect on such date and without taking into account any changes to such matters after such date) or except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect: (a) 1. Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) 2. None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No 3. Neither any Loan Party nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from from, any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) 4. Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) 5. No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses. (f) 6. There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse EffectEffect and, with respect to the Facilities and Businesses of NSB and its Subsidiaries, to the knowledge of the Responsible Officers of the Borrower: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or or, to the knowledge of the Responsible Officers of the Borrower, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesMcAfee, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real The properties owned, leased or operated by each Credit Party and each Subsidiary thereof do not contain, and to their knowledge have not previously contained, any Loan Hazardous Materials in quantities or conditions that could reasonably be expected to give rise to liability on the part of any Credit Party or any Subsidiary thereof or which constitute or constituted a violation of applicable Environmental Laws, except for such liability or violation that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (the “Facilities”b) All operations conducted by each Credit Party and all operations at the Facilities each Subsidiary thereof are in compliance compliance, and have been in compliance, with all applicable Environmental Laws, and there is no violation of except for any Environmental Law with respect noncompliance which could not reasonably be expected, individually or in the aggregate, to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted have a violation of, or could give rise to liability under, Environmental LawsMaterial Adverse Effect. (c) No Loan Credit Party nor any Subsidiary thereof has received any written or verbal notice of, or inquiry from of any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesClaim, nor does any Responsible Officer of Credit Party or any Loan Party Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened which, in either case, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (d) Hazardous Materials have not been transported off-site or disposed of at, on or from the Facilitiesproperties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or which could give rise to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary such properties in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental LawLaws, except, in each case, for any liability or violation which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (e) No judicial proceeding or governmental or administrative action Environmental Claim is pending pending, or, to the knowledge of the Responsible Officers of the Loan Partiesany Credit Party or any Subsidiary thereof, threatened, threatened under any Environmental Law to which any Loan Credit Party or any Subsidiary thereof is or will be named as a potentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, administrative orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Credit Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businessesthereof that, in violation of any such case, could reasonably be expected, individually or in amounts or in the aggregate, to have a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, contains any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, judicial decisions or other administrative or judicial requirements orders outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws. (g) This Section 5.9 contains the sole and exclusive representations and warranties of the Loan Parties with respect to any environmental, health or safety matters, including any arising under Environmental Law.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation in any material respect of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses Businesses, that could give rise to liability that, individually or in the aggregate, could reasonably be expected to exceed $500,000 under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation ofin any material respect of Environmental Laws, or could reasonably be expected to give rise to liability underunder Environmental Laws that, Environmental Lawsindividually or in the aggregate, could exceed $500,000. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesBusinesses that could reasonably be expected to give rise to liability that, individually or in the aggregate, could exceed $500,000, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation ofin any material respect of any applicable Environmental Law, or in a manner that would could reasonably be reasonably likely expected to give rise to liability under, under any applicable Environmental LawLaw that, individually or in the aggregate, could exceed $500,000. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation in any material respect of Environmental Laws, or in amounts or in a manner that could give rise to liability under Environmental LawsLaws that could reasonably be expected to, individually or in the aggregate, exceed $500,000.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: : (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or to the knowledge of any Responsible Officer of the Borrower, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-non- compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real The properties owned, leased or operated by each Credit Party and each Subsidiary thereof do not contain, and to their knowledge have not previously contained, any Loan Hazardous Materials in quantities or conditions that could reasonably be expected to give rise to liability on the part of any Credit Party or any Subsidiary (thereof or which constitute or constituted a violation of applicable Environmental Laws, except for such liability or violation that could not reasonably be expected to have, individually or in the “Facilities”) aggregate, a Material Adverse Effect. All operations conducted by each Credit Party and all operations at the Facilities each Subsidiary thereof are in compliance compliance, and have been in compliance, with all applicable Environmental Laws, and there is no violation except for any noncompliance which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No Credit Party nor any Subsidiary thereof has received any written notice of any Environmental Law with respect to the Facilities or the businesses operated by Claim, nor does any Loan Credit Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party thereof have knowledge or reason to believe that any such notice will be received or is being threatened. (d) threatened which, in either case, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Hazardous Materials have not been transported off-site or disposed of at, on or from the Facilitiesproperties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or which could give rise to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary such properties in violation of, or in a manner that would be reasonably likely to could give rise to liability under, any applicable Environmental Law. (e) Laws, except, in each case, for any liability or violation which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No judicial proceeding or governmental or administrative action Environmental Claim is pending pending, or, to the knowledge of the Responsible Officers of the Loan Partiesany Credit Party or any Subsidiary thereof, threatened, under any Environmental Law to which any Loan Credit Party or any Subsidiary thereof is or will be named as a potentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Credit Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businessesthereof that, in violation of any such case, could reasonably be expected, individually or in amounts or in the aggregate, to have a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each With respect to each of the facilities and real properties owned, leased or operated by any Loan Party or any Material Subsidiary (the “Facilities”) and ), all operations by any Loan Party or any Material Subsidiary at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by any Loan Party or any Material Subsidiary of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Material Subsidiary at such time (the “Businesses”), and and, to the knowledge of the Responsible Officers of the Loan Parties, there are no conditions relating to the Facilities or the Businesses that could not reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None To the knowledge of the Responsible Officers of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Material Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-non- compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Material Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Material Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Material Subsidiary, the Facilities or the Businesses. (f) There To the knowledge of the Responsible Officers of the Loan Parties, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Material Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that could would likely give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Laws. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation by a Loan Party or any of its Subsidiaries of, or could would likely give rise to liability of any Loan Party and its Subsidiaries under, applicable Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been No Loan Party or any Subsidiary, or to the knowledge of any Loan Party or any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to the liability under, of any Loan Party or its Subsidiaries under any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which against any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 would likely give rise to the liability of any Loan Party or its Subsidiaries under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all of Loan Party’s and any Subsidiary’s operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no neither Loan Party nor any Subsidiary has committed a violation of any Environmental Law with respect to the Facilities or the businesses operated by Businesses, and no Responsible Officer of any Loan Party has knowledge or any Subsidiary at such time (the “Businesses”), and reason to believe that there are no conditions relating to the Facilities or the Businesses that could be reasonably expected to give rise to liability of Loan Party or any Subsidiary under any applicable Environmental Laws. (b) None of the Facilities contains, or to the knowledge of any Responsible Officer of any Loan Party, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could be reasonably expected to give rise to liability under, Environmental Laws. (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged alleged (d) violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Mesa Credit and Guaranty Agreement —Page 77 Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (de) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely expected to give rise to liability under, any applicable Environmental Law. (ef) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will is reasonably expected to be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses. (fg) There has been no release or or, to the knowledge of the Responsible Officers of the Loan Parties, threat of release of Hazardous Materials at or from the FacilitiesFacilities by or on behalf of any Loan Party or any Subsidiary, or arising from or related to the operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. Each of the representations and warranties in this Section 6.09 to the extent relating to the action or inaction of Persons other than the Borrower and its Subsidiaries is made only to the knowledge of the Responsible Officers of the Loan Parties.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and real properties owned, leased or operated by all operations of any Loan Party or any Subsidiary (the “Facilities”) and all operations its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that could would likely give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Laws. (b) None To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation by a Loan Party or any of its Subsidiaries of, or could would likely give rise to liability of any Loan Party and its Subsidiaries under, applicable Environmental Laws.. 13598911v3 (c) No Neither any Loan Party nor any Subsidiary has received any written or verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been No Loan Party or any Subsidiary, or to the knowledge of any Loan Party or any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to the liability under, of any Loan Party or its Subsidiaries under any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which against any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Subsidiary or the Businesses. (f) There To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would likely give rise to the liability of any Loan Party or its Subsidiaries under Environmental Laws.

Environmental Compliance. Except as could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with arising under Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental LawLaws. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatenedthreatened in writing, under any Environmental Law Laws to which any Loan Party the Borrower or any Subsidiary is or or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law Laws with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as disclosed on Schedule 5.09 or as otherwise could not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party Borrower nor any Subsidiary of its Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with under any Environmental Laws with regard to any of the Facilities Properties or the Businessesbusiness operated by the Borrower or any of its Subsidiaries (the “Business”), nor does or any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedprior business for which the Borrower has retained an Environmental Liability. (db) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treatedstored, stored handled, transported or disposed of at, under, on or under from the Properties by the Borrower or any of the Facilities or any other location, its Subsidiaries in each case by or on behalf violation of any Loan Party or any Subsidiary in violation ofapplicable Environmental Law, or in a manner that would or to a location which could reasonably be reasonably likely expected to give rise to liability an Environmental Liability and, to the knowledge of the Borrower, Hazardous Materials have not been generated, stored, handled, transported or disposed of at, under, on or from the Properties by any Person other than the Borrower or any of its Subsidiaries in violation of any applicable Environmental Law, or in a manner or to a location which could reasonably be expected to give rise to an Environmental Liability. (ec) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, threatened under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a partyLaw, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding orders under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities Properties or the BusinessesBusiness to which the Borrower or any of its Subsidiaries is or, to the knowledge of the Borrower, will be named as a party or with respect to the Properties or the Business, and to the knowledge of the Borrower, no circumstances exist that could reasonably be expected to form the basis for such a proceeding or action against the Borrower or any of its Subsidiaries or the Business under any applicable Environmental Law. (fd) There To the knowledge of the Borrower, there has been no release Release or threat of release Release of Hazardous Materials at at, on, under or from the FacilitiesProperties, or arising from or related to the operations (including disposal) of any Loan Party the Borrower or any Subsidiary of its Subsidiaries in connection with the Facilities Properties or otherwise in connection with the BusinessesBusiness, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under an Environmental Liability. (e) The Borrower, each of its Subsidiaries, and the Business are in compliance with all applicable Environmental Laws, including all Environmental Permits, and all past non-compliances by the Borrower or its Subsidiaries have been resolved without ongoing obligations or costs. (f) The Borrower and each of its Subsidiaries (i) hold all Environmental Permits (each of which is in full force and effect and is not subject to appeal, except in such instances where the requirement to hold an Environmental Permit is being contested in good faith by the Borrower or any of its Subsidiaries by appropriate proceedings diligently conducted) required for any of their current operations or for the current ownership, operation or use of the Business, including all Environmental Permits required for the coal mining-related operations of the Borrower or any of its Subsidiaries or, to the extent currently required, any pending construction or expansion related thereto; and (ii) have not received written notification or otherwise have knowledge that any Environmental Permit is about to be revoked, withdrawn or terminated. (g) None of the Properties has any acid mine drainage which (i) constitutes a violation by the Borrower or any of its Subsidiaries of any applicable Environmental Law, or (ii) could reasonably be expected to give rise to an Environmental Liability.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary each Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor Borrower or any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan PartyBorrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party the Borrower or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the BusinessesBusinesses (other than past matters that have previously been satisfactorily resolved with the applicable Governmental Authority), nor does any Responsible Officer of any Loan Party the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, of any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Except for Disclosed Matters, (i) such Credit Party and real properties ownedits Subsidiaries have, leased obtained, or operated by any Loan Party or any Subsidiary made timely application for, all permits, certificates, licenses, approvals, registrations and other authorizations (the “Facilities”collectively "Permits") which are required under all applicable Environmental Laws and all are necessary for their operations at the Facilities and are in compliance with all applicable Environmental LawsLaws and the terms and conditions of all Permits, except where the failure to obtain such Permits or to comply with such Environmental Laws or the terms and there conditions of such Permits would not have, individually or in the aggregate, a Material Adverse Effect; (ii) no notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is no violation of pending, or to such Credit Party's knowledge, threatened by any Environmental Law governmental entity or other Person with respect to the Facilities or the businesses operated any (w) alleged violation by any Loan such Credit Party or any Subsidiary at thereof of any Environmental Law, (x) alleged failure by such time Credit Party or any Subsidiary thereof to have any Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, (y) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials or (z) release of Hazardous Materials, except, in each case, where such event or events would not have, individually or in the “Businesses”)aggregate, a Material Adverse Effect, and there such Credit Party and its Subsidiaries are not subject to liability, and such Credit Party knows of no conditions relating basis for any such liability, with respect to any of the matters referred to in the foregoing clauses (w) through (z); (iii) to the Facilities knowledge of such Credit Party, all oral or the Businesses that could give rise written notifications of a release of Hazardous Materials required to liability be filed under any applicable Environmental Laws. (b) None Law have been filed or are in the process of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case filed by or on behalf of any Loan such Credit Party or any of its Subsidiaries; (iv) no property now owned or leased by such Credit Party or any of its Subsidiaries during the time in which such property is owned or leased by such Credit Party or Subsidiary in violation ofand, to the knowledge of such Credit Party, (x) no such property prior to the time it was owned or leased by such Credit Party or any of its Subsidiaries, (y) no property previously owned or leased by such Credit Party or any of its Subsidiaries and (z) no property to which such Credit Party or any of its Subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Materials, is listed or, to such Credit Party's knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in a manner that would be reasonably likely to give rise to liability underCERCLA) or any similar state list or is the subject of Federal, any applicable Environmental Law. (e) No judicial proceeding state or governmental or administrative action is pending local enforcement actions or, to the knowledge of the Responsible Officers of the Loan Partiessuch Credit Party, threatened, under any Environmental Law other investigations which may lead to which any Loan claims against such Credit Party or any Subsidiary is of its Subsidiaries for clean-up costs, remedial work, damage to natural resources or will be named as personal injury claims, including, but not limited to, claims under CERCLA, except where such transportation listings or investigations would not have, individually or in the aggregate, a party, nor Material Adverse Effect; and (v) there are there no Liens under or pursuant to any consent decrees applicable Environmental Laws on any real property or other decreesassets owned or leased by such Credit Party or any of its Subsidiaries, consent ordersand no government actions have been taken or, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan the knowledge of such Credit Party, are in process which could subject any Subsidiary, the Facilities of such properties or the Businessesassets to such Liens. (fb) There has been no release For purposes of this Section 3.08, the terms "Credit Party" and "Subsidiary" shall include any business or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations business entity (including disposala corporation) which is a predecessor, in whole or in part, of any Loan such Credit Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsits Subsidiaries.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Neither a Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any a Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any a Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any a Loan Party, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any a Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effectset forth in Schedule 5.19: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (di) Hazardous Materials Substances have not been transported or disposed of from the Facilitiesgenerated, or generatedused, treated, stored handled, stored, released or disposed of of, on, at, on from, under or under about any property or facility now or previously owned, operated or occupied by any Seller Entity or any of the Facilities its affiliates and used in connection with such Seller Entity's or its affiliate's business (or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation oftheir predecessors) (the "Premises"), or in a manner that would be reasonably likely to give rise to liability undertransported, by any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending Seller Entity, or, to the knowledge of the Responsible Officers Seller Entities, by any other party, to or from such Premises, (ii) the activities, operations and business carried out at or on the Premises by the Seller Entities, their affiliates and, to the knowledge of the Loan PartiesSeller Entities, their predecessors, including, but not limited to, the businesses conducted at the Premises or any past or ongoing alterations or improvements at the Premises is, and has been at all times in compliance with all Environmental Laws, and with all agreements with governmental agencies, court orders, and administrative orders regarding Environmental Laws and Environmental Conditions at or relating to the Premises, and (iii) no further action is required to remedy any Environmental Condition or the violation of any Environmental Law. (b) There are no pending (except for pending proceedings with respect to which process has not been served on any Seller Entity), and no Seller Entity is aware of any threatened, under litigations or proceedings before any Governmental Body in which any person or entity alleges the violation of any Environmental Law, or any Environmental Condition at, from or caused by operations now or previously conducted at the Premises or by the Businesses, and no Seller Entity has (i) received any notice of and has no actual or constructive knowledge that any third party, Governmental Body or any employee or agent thereof, has determined or has alleged, threatens to determine or requires an investigation to determine that there exists any Environmental Condition or any violation of any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a partythe presence, nor are there any consent decrees or other decreesrelease, consent orders, administrative orders or other ordersthreat of release, or other administrative placement on, at, under or judicial requirements outstanding about the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Substances on, at, under, from or about the Premises; (ii) received any notice under the citizen suit provision of any Environmental Law in connection therewith; or (iii) received any request for inspection or request for information, notice, demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with any Loan PartyEnvironmental Condition or any Environmental Law, including, without limitation, any SubsidiaryEnvironmental Law referring or relating to Hazardous Substances relating to the Premises or any facilities, operations or activities conducted thereon or any business conducted by any Seller Entity or any of its affiliates or any of their predecessors. (c) No Lien has been imposed or asserted on any assets of any Seller Entity by any Governmental Body or other person in connection with any Environmental Law or Environmental Condition. (d) Each Seller, CIPC and its subsidiaries (i) has all Permits required pursuant to any Environmental Laws necessary for its activities and operations of its Business and for any past or ongoing alterations or improvements at any Premises, (ii) is not in violation of any such Permits and has applied for renewals where necessary and (iii) such Permits are assignable to Acquisition Corp. (e) No storage tanks have been installed or otherwise placed by any Seller Entity on, at, under or about any Premises or on any adjoining property. To the Facilities knowledge of the Seller Entities, no storage tanks presently exist on, at, under or the Businessesabout any Premises, or previously existed on, at, under or about any Premises or on any adjoining property. (f) There has been no release The Seller Entities have heretofore delivered or threat made available to the Purchaser Entities copies of release all documents, records, and information in the possession or control or, to knowledge of the Seller Entities (without any duty to make inquiries of third parties or undertake environmental studies), available to the Seller Entities concerning Environmental Conditions relevant to its business, the Premises, any predecessors and/or any facilities or operations of its business, whether generated by a Seller Entity or others, including, without limitation, environmental audits, environmental risk assessments, or site assessments of the Premises and/or any adjacent property or other property in the vicinity of any Premises owned or operated by any Seller Entity or others, documentation regarding offsite disposal of Hazardous Materials at or from Substances, reports and correspondence (the Facilities"Environmental Documents"). (g) To the knowledge of each of the Seller Entities, or arising from or related the Businesses have been operated in compliance with all Governmental Rules regarding so-called noise pollution. Each of the Sellers, CIPC and its subsidiaries has all Permits required pursuant to the any applicable Governmental Rules necessary for its activities and operations (including disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businessesits Business, is not in violation of any such Permits and has applied for renewals where necessary and such Permits are assignable to Acquisition Corp. There are no pending (except for pending proceedings with respect to which process has not been served on any Seller Entity), and no Seller Entity is aware of any threatened, litigations or proceedings before any Governmental Body in amounts which any person or in a manner that could give rise entity alleges the violation of any Governmental Rule regarding noise or seeks, directly or indirectly, to liability under Environmental Lawsrevoke or limit the relevant Permits or the activities of the Businesses with respect to such matter.

Environmental Compliance. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and real properties owned, leased or operated by any Loan Party the Borrower or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could would be reasonably likely to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could would be reasonably likely to give rise to liability under, Environmental Laws. (c) No Loan Party Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Partythe Borrower, any Subsidiary, the Facilities or the Businesses. (f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including including, without limitation, disposal) of any Loan Party the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could would be reasonably likely to give rise to liability under Environmental Laws. This Section 6.09 sets forth the sole and exclusive representations and warranties of the Loan Parties contained in this Agreement with respect to compliance with Environmental Laws.