Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a an unresolved violation of, or could would reasonably be expected to give rise now or in the future to liability under, any Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters arising under Environmental Laws or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could would reasonably expected to give rise to 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 Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any judicial decrees, consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements governmental orders outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or or, to the knowledge of the Borrower, threat of release of Materials of Environmental Concern at or from the Properties, or or, to the knowledge of the Borrower, arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws. For purposes of this Section 4.16, “knowledge of the Borrower” includes all facts disclosed in the Phase I environmental site assessment reports prepared by EMG in 2012 for the Properties (the “EMG Reports”) to the extent such facts are specifically and explicitly stated, it being understood by the parties that the representations and warranties set forth in this Section 4.16 are not being qualified by matters or conditions which are not included in such specific facts but are being qualified only by the direct and natural consequences of the explicit factual disclosures contained in the EMG Reports. For example, the disclosure of a current or former storage tank does not have the effect of disclosing contamination which may have leaked from such storage tank unless and only to the extent that such EMG Report specifically states that the storage tank leaked contamination.

Environmental Matters. Except as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect: (a) To the knowledge of the Responsible Officers of the Borrower, each of the facilities and real properties owned, leased or operated by any Group Member Credit Party or any Subsidiary (the “PropertiesFacilities”) do not containand all operations at the Facilities are in compliance with all applicable Environmental Laws in all material respects and there is no violation, in any material respect, of any Environmental Law with respect to the Facilities or the businesses operated by any Credit Party or any Subsidiary at such time (the “Businesses”), and have not there are no conditions relating to the Facilities or the Businesses that are likely to give rise to liability under any applicable Environmental Laws. (b) To the knowledge of the Responsible Officers of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials of Environmental Concern at, on or under the Facilities in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any applicable Environmental Law;Laws. (bc) To the knowledge of the Responsible Officers of the Borrower, no Group Member Credit Party nor any Subsidiary has received any written or is aware of verbal notice of, or inquiry from any notice of 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 Properties Facilities or the business operated by any Group Member (the “Business”)Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the knowledge of the Responsible Officers of the Borrower, Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofFacilities, or in a manner or to a location that could give rise to 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 Properties Facilities, in each case by or on behalf of any Credit Party or any Subsidiary in violation of, or in a manner that could is likely to give rise to liability under, any applicable Environmental Law;. (de) To the knowledge of the Responsible Officers of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, or threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Businessparty, 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 Credit Party, any Subsidiary, the Properties Facilities or the Business;Businesses. (ef) To the knowledge of the Responsible Officers of the Borrower, there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of any Group Member Credit Party or any Subsidiary in connection with the Properties Facilities or otherwise in connection with the BusinessBusinesses, in violation of or in amounts or in a manner that could is likely to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all any applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas could not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Credit Parties or any Group Member of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law;. (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no Group Member has received contamination at, under or is aware about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”). (c) Neither the Credit Parties nor their Subsidiaries have received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding on behalf of any Credit Party with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by any Group Member (the “Business”), nor does do the Borrower Credit Parties or their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, on behalf of any Credit Party under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability on behalf of any Credit Party under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party 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 the Properties or the Business;. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation on behalf of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person Credit Party under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and real properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and (to the knowledge of the Group Members) have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, of any Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported released, transported, generated, treated, stored or disposed of from the Properties in violation of, or in a manner or to a location that could is reasonably expected to give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and (to the knowledge of the Group Members) have in the last five years past been in compliance, with all applicable Environmental Laws; (f) to the knowledge of the Group Members, and there is are no contamination atpast or present conditions, events, circumstances, facts, or activities that would reasonably be expected to give rise to any liability or other obligation for any Group Member under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; andLaws; (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asEach of the following representations and warranties is true and correct on and as of the Effective Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the facilities and properties ownedbest knowledge of Kimco, leased or operated by any Group Member (the “Properties”) Properties do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental Law;Laws. (b) To the best knowledge of Kimco, the Properties and all operations at the Properties are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws, and there is no Group Member contamination at, under or about the Properties, or violation of any Environmental Law with respect to the Properties. (c) Neither Kimco nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Properties, nor does the Borrower Kimco have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of Kimco, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably give rise to liability under, any Environmental LawLaws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Laws. (de) no No judicial proceeding or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerKimco, threatened, under any Environmental Law to which Kimco or any Group Member of its Subsidiaries is or or, to the knowledge of Kimco, will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Properties. (ef) To the best knowledge of Kimco, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member Kimco and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by Holdings, the Borrower or any Group Member of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member neither Holdings, the Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by Holdings, the Borrower or any Group Member of its Subsidiaries (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any Group Member Subsidiary is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings, the Borrower or any Group Member Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member neither Holdings, the Borrower nor any of its respective Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asfor such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities Group Members and properties any property with respect to which any Group Member has any interest or obligation are in compliance with all, and have not violated any, applicable Environmental Laws; (i) the Group Members and all relevant Persons for any property with respect to which any Group Member has any interest or obligation hold and are in compliance with all, and have not violated any, Environmental Permits required for their respective operations and each of their respective properties; (ii) all such Environmental Permits are in full force and effect; and (iii) no Group Member has received any notice or otherwise has knowledge that any such Environmental Permit may be revoked, adversely modified, or not renewed, or that any application for any Environmental Permit may be protested or denied or that the anticipated terms thereof may be adversely modified; (i) there are no actions, claims, demands, suits, investigations or proceedings under any Environmental Laws or regarding any Hazardous Materials that are pending or, to the Borrower’s knowledge, threatened, against any Group Member or regarding any property with respect to which any Group Member has any interest or obligation, or as a result of any operations of any Group Member or any other Person regarding any property with respect to which any Group Member has any interest or obligation; and (ii) there are no consent decrees or other decrees, consent orders, administrative orders or other administrative, arbitral or judicial requirements outstanding under any Environmental Laws or regarding any Hazardous Materials, directed to any Group Member or as to which any Group Member is a party, or regarding any property with respect to which any Group Member has any interest or obligation; (d) (i) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials attributable to the operations of any Group Member at, on, under or from any Group Member’s current or formerly owned, leased or operated by property or at any other location (including, to the Borrower’s knowledge, any location to which Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) for which any Group Member (the “Properties”) do not containcould be liable, and have (ii) Hazardous Materials are not previously containedotherwise present at any such properties or other locations, any Materials of Environmental Concern in either (i) or (ii) above, in amounts or concentrations or under circumstances that conditions which constitute or constituted a violation ofof any applicable Environmental Law, or could reasonably be expected to give rise to liability underany liability, or, with respect to any Environmental LawMortgaged Property, could reasonably be expected to impair its fair saleable value; (be) no Group Member, nor to the Borrower’s knowledge any other Person for any property with respect to which any Group Member has any interest or obligation, has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability or request for information regarding environmental matters or compliance with Environmental Laws with regard or Hazardous Materials, and, to any the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsrequest for information; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all no Group Member has assumed or retained any liability under applicable Environmental Laws, and there is no contamination at, under Laws or about the Properties or violation of regarding Hazardous Materials that could reasonably be expected to result in liability to any Environmental Law with respect to the Properties or the BusinessGroup Member; and (g) no to the extent reasonably requested by the Administrative Agent, the Group Member has assumed Members have provided to Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability of any other Person under Environmental Laws) that are in any Group Member’s possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. Except (i) as may be disclosed on Schedule 4.16, or (ii) as, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member either Credit Party or their respective Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member neither the Credit Parties nor any of their respective Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member of them (the “Business”), nor does either of the Borrower Credit Parties have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowereither Credit Party, threatened, under any Environmental Law to which any Group Member either Credit Party or their respective Subsidiaries is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the knowledge of Holdings, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and, to the knowledge of Holdings and the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or or, to the knowledge of Holdings and the Borrower, will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and, to the knowledge of Holdings and the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities and properties currently and formerly owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Parent Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported from or to or disposed of from or at the Properties or in connection with the Business in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, in, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Parent Borrower, threatened, under or related to any Environmental Law to which any Group Member is or will be named as a party 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 or related to any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at at, in, on, under or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) each Group Member, the Properties Properties, the Business and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, in, on, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person arising under or relating to Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could has not had or would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower or any Group Member Subsidiary (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member neither the Borrower nor any Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower or any Group Member Subsidiary (the “Business”), nor does any Responsible Officer of the Borrower have actual knowledge or reason a reasonable basis to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Responsible Officer of the Borrower, threatened, under any Environmental Law to which the Borrower or any Group Member Subsidiary is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Group Member Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member neither the Borrower nor any Subsidiary has assumed any liability of any other Person person under Environmental Laws.

Environmental Matters. Except asas disclosed on Schedule 10: (i) In the ordinary course of its business, the officers of the Company consider the effect of Environmental Laws on the business of the Company and its Subsidiaries, in the aggregatecourse of which they identify and evaluate potential risks and liabilities accruing to the Company due to Environmental Laws, could and, on the basis of this consideration, the Company has concluded that compliance with Environmental Laws cannot reasonably be expected to have a Material Adverse Effect:. (aii) Except for violations or failures that individually and in the facilities aggregate are not reasonably likely to result in a Material Adverse Effect, (A) none of the Loan Parties has received any Environmental Complaint from any Official Body or other Person alleging that any Loan Party or any prior or subsequent owner of the Property is a potentially responsible party under the Comprehensive Environmental Response, Cleanup and properties ownedLiability Act, leased or operated by any Group Member (the “Properties”) do not contain42 U.S.C. § 9601, et seq., and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any none of the Properties or the business operated by Loan Parties has any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will an Environmental Complaint might be received and (B) there are no pending or, to the Company’s knowledge, threatened Environmental Complaints relating to any Loan Party or, to the Company’s knowledge, any prior or is being threatened;subsequent owner of the Property. (ciii) Materials of Environmental Concern Except for conditions, violations or failures which individually and in the aggregate are not reasonably likely to have not been transported or disposed of from the Properties in violation ofa Material Adverse Effect, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of (A) there are no circumstances at, on or under the Property that constitute a breach of or non-compliance with any of the Properties in violation ofEnvironmental Laws, and (B) there are no past or in a manner that could give rise to liability underpresent Environmental Conditions at, any applicable Environmental Law; (d) no judicial proceeding on or governmental or administrative action is pending under the Property or, to the knowledge Company’s knowledge, at, on or under adjacent property, that could reasonably be expected to result in liability of the Borrower, threatened, any Loan Party under any Environmental Law Law. (iv) Except for conditions, violations or failures which individually and in the aggregate are not reasonably likely to which have a Material Adverse Effect, neither the Property nor any Group Member is structures, improvements, equipment, fixtures, activities or will be named as a party facilities thereon or thereunder contain or use Regulated Substances except in compliance with respect Environmental Laws. There are no processes, facilities, operations, equipment or other activities at, on or under the Property, or, to the Properties Company’s knowledge, at, on or under adjacent property, that result in the BusinessRelease or threatened Release of Regulated Substances onto the Property, nor except to the extent that such Releases or threatened Releases are there not a breach of or otherwise a violation of any consent decrees or other decrees, consent orders, administrative orders or other ordersEnvironmental Laws, or other administrative or judicial requirements outstanding under any Environmental Law with respect are not likely to the Properties or the Business;have a Material Adverse Effect. (ev) Except for violations or failures which individually and in the aggregate are not likely to have a Material Adverse Effect, (A) there has been are no release or threat of release of Materials of Environmental Concern at or from the Propertiesunderground storage tanks, or arising from underground piping associated with such tanks, used for the management of Regulated Substances at, on or related to under the operations of any Group Member Property that do not have a full operational secondary containment system in connection with the Properties or otherwise place and are not in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and (B) there is are no contamination abandoned underground storage tanks or underground piping associated with such tanks, previously used for the management of Regulated Substances at, on or under the Property that have not been either abandoned in place, or about removed, in accordance with the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws. (vi) Except for violations or failures which individually and in the aggregate are not likely to have a Material Adverse Effect, (A) each Loan Party has all material permits, licenses, authorizations and approvals necessary under the Environmental Laws for the conduct of the business of such Loan Party as conducted by such Loan Party and (B) the Loan Parties have submitted all material notices, reports and other filings required by the Environmental Laws to be submitted to an Official Body which pertain to past and current operations on the Property. (vii) Except for violations which individually and in the aggregate are not likely to have a Material Adverse Effect, all past and present on-site generation, storage, processing, treatment, recycling, reclamation or disposal of Regulated Substances at, on, or under the Property and all off-site transportation, storage, processing, treatment, recycling, reclamation and disposal of Regulated Substances have been done in accordance with the Environmental Laws. (viii) There are no violations of the type described in the foregoing clauses (i) through (vii), without giving effect to any materiality qualifiers therein, which would, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and The properties owned, leased or operated by any Group Member (the “Properties”) Borrower now or in the past do not contain, and to its knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a material violation of, of applicable Environmental Laws or (B) could give rise to material liability under, any under applicable Environmental LawLaws; (bii) The Borrower and such properties and all operations conducted in connection therewith are in compliance, in all material respects, with all applicable Environmental Laws, and there is no Group Member contamination at, under or about such properties or such operations which could reasonably interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) The Borrower has not received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard from (A) any Governmental Authority or (B) to the extent any of the Properties such violation, alleged violation, non-compliance, liability or the business operated by potential liability could reasonably be expected to have a Material Adverse Effect, any Group Member (the “Business”)other Person, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by of the Borrower in violation of, or in a manner or to a location that which could give rise to a material liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to a material liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member the Borrower is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower or the Business;such properties or such operations; and (evi) there There has been no release release, or to the best of the Borrower's knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by the PropertiesBorrower, now or arising from or related to in the operations of any Group Member in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to a material liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asto the extent that all of the following, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Company, the facilities and properties owned, leased or operated by the Company or any Group Member of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;. (b) To the best knowledge of the Company, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no Group Member contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Company or any of its Subsidiaries (the "Business"). (c) Neither the Company nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower Company have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of the Company, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Company or any Group Member Subsidiary is or will be named as a party 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 the Properties or the Business;. (ef) To the best knowledge of the Company, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Company or any Group Member Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, 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 Group Member Credit Party or any Subsidiary (the “PropertiesFacilities”) do not containand all operations at the Facilities are in compliance with all applicable Environmental Laws in all material respects and there is no violation, in any material respect, of any Environmental Law with respect to the Facilities or the businesses operated by any Credit Party or any Subsidiary at such time (the “Businesses”), and have not there are no conditions relating to the Facilities or the Businesses that are likely to give rise to liability under any applicable Environmental Laws. (b) None of the Facilities contains, or has previously contained, any Hazardous Materials of Environmental Concern at, on or under the Facilities in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any applicable Environmental Law;Laws. (bc) no Group Member No Credit Party nor any Subsidiary has received any written or is aware of verbal notice of, or inquiry from any notice of 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 Properties Facilities or the business operated by any Group Member (the “Business”)Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofFacilities, or in a manner or to a location that could give rise to 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 Properties Facilities, in each case by or on behalf of any Credit Party or any Subsidiary in violation of, or in a manner that could is likely to give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, or threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Businessparty, 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 Credit Party, any Subsidiary, the Properties Facilities or the Business;Businesses. (ef) there There has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of any Group Member Credit Party or any Subsidiary in connection with the Properties Facilities or otherwise in connection with the BusinessBusinesses, in violation of or in amounts or in a manner that could is likely to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all any applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except asas set forth in Section 3.23(a) of the Disclosure Schedule, in the aggregate, could not reasonably be expected to have a Material Adverse EffectCompany and each Subsidiary: (ai) is in compliance in all material respects with all Environmental Laws and has not been notified that it is liable or potentially liable, has not received any request for information or other correspondence concerning any site or facility, and is not a "responsible party" or "potentially responsible party" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation Recovery Act of 1976, as amended, or any similar state law, (ii) has not entered into or received any consent decree, compliance order, or administrative order relating to Environmental Requirements, (iii) is not a party in interest or in default under any judgment, order, writ, injunction or decree or any final order relating to Environmental Requirements, and (iv) has obtained all material Governmental Authorizations and Private Authorizations (including without limitation all Environmental Permits) and made all Governmental Filings which are required to be filed by the Company and each Subsidiary for the ownership of its property, facilities and properties ownedassets and the operation of its businesses under all Environmental Laws, leased or operated by any Group Member (is and at all times since its organization has been in material compliance with the “Properties”) do not containterms and conditions of all such required Governmental and Private Authorizations and all Environmental Requirements, and have is not previously containedthe subject of or, to the Company's knowledge, threatened with any Materials Legal Action involving a demand for damages or any other potential liability with respect to violations or breaches of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Requirement. (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any Except as set forth in Section 3.23(b) of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;Disclosure Schedule: (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (di) no judicial proceeding spill, disposal, release, burial or governmental placement of Hazardous Materials in the soil, air or administrative action is pending water has occurred on any property or facility owned, leased, operated or occupied by the Company or any Subsidiary during the period that such facilities and properties were owned, leased, operated or occupied by it or, to the knowledge of the BorrowerCompany, threatened, under at any Environmental Law other time or at any other facility or site to which Hazardous Materials from or generated by the Company or any Group Member is or will be named as a party with respect to Subsidiary may have been taken at any time in 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 the Properties or the Business;past, (eii) there has been no release spill, disposal, release, burial or threat placement of release Hazardous Materials, in the soil, air or water on any property which could reasonably be expected to result or has resulted in contamination of Materials or beneath any properties or facilities owned, leased, operated or occupied by the Company or any Subsidiary during the period that such facilities and properties were owned, leased, operated or occupied by it (or, to the knowledge of the Company, at any other time), and (iii) no notice has been received by the Company or any Subsidiary and no Lien has arisen on its or any Subsidiary's properties or facilities under Environmental Concern at Law. (c) Except as set forth in Section 3.23(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has any above-ground or from underground tanks on property owned, leased, operated or occupied by it for the Propertiesstorage of Hazardous Materials. (d) There has not been, and on or prior to the Public Offering Closing Date, there will not be, any past or present Events or plans of the Company or any Subsidiary or any of its predecessors, which, individually or in the aggregate, constitute a breach of any Environmental Requirements or which, individually or in the aggregate, may interfere with or prevent continued compliance with all Environmental Requirements, or arising from which, individually or in the aggregate, may give rise to any common law, statutory or other legal liability, or otherwise form the basis of any Claim, assessment or remediation cost, fine, penalty or assessment based on or related to the operations transportation, transmission, gathering, processing, distribution, use, treatment, storage, disposal or handling, or the emission, discharge, release or threatened release into the environment, of any Group Member Hazardous Material with respect to the Company or any Subsidiary or any of its predecessors or its or any of their business, operations or property which could have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. (e) Except as set forth in connection with Section 3.23(e) of the Properties or otherwise Disclosure Schedule, neither the Company nor any Subsidiary has used any Hazardous Materials in connection with the Businessconduct of its business. To the extent that any Hazardous Materials are so set forth, in violation Section 3.23(e) of or in amounts or in the Disclosure Schedule also sets forth (i) a manner that could give rise description of Hazardous Materials used, (ii) the annual volume of each of the Hazardous Materials used, (iii) the years during which each of the Hazardous Materials used occurred, and (iv) the Persons to liability under Environmental Laws;whom such Hazardous Materials were transferred and/or transported after such use. (f) Section 3.23(f) of the Properties Disclosure Schedule contains a complete and correct description of all Hazardous Materials generated by the Company or any Subsidiary which are not set forth in Section 3.23(e), the approximate annual volumes of each of the Hazardous Materials, and all operations at the Properties are in compliance, and Persons to whom such Hazardous Materials have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; andtransferred and/or transported. (g) no Group Member No site assessment, audit, study, test or other investigation has assumed been conducted by or on behalf of the Company or any liability Subsidiary, nor has the Company received any notice from any governmental agency, or financial institution as to environmental matters at any property owned, leased, operated or occupied by the Company or any Subsidiary, except as set forth in Section 3.23(g) of any other Person under Environmental Lawsthe Disclosure Schedule.

Environmental Matters. Except (i) as may be disclosed on Schedule 4.16, or (ii) as, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member of Holdings, the Borrower, or their respective Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member none of Holdings, the Borrower, or their respective Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member of them (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member of Holdings, the Borrower, or their respective Subsidiaries is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, as to matters which individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the any Group Member of the Credit Parties and their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or could give rise to (ii) have resulted in liability under, any Environmental Law;. (b) the Properties and all operations of the Credit Parties and their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no Group Member contamination at or under the Properties or violation of any Environmental Law with respect to the Properties or the business operated by any of the Credit Parties (the “Business”). (c) to the knowledge of the Responsible Officers of the Credit Parties, neither Hyatt nor any of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower Hyatt nor any of its Subsidiaries have knowledge or reason to believe that of any such notice will be received or is being threatened;threatened notice. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give which has given rise to liability under, 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 Properties in violation of, or in a manner that could give has given rise to liability under, any applicable Environmental Law;. (de) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any Group Member of the Credit Parties is or will be named as a party 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 directives outstanding under any Environmental Law with respect to the Properties or the Business;. (ef) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member of the Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person requiring remediation under Environmental Laws.

Environmental Matters. (a) Except asas set forth in Section 3.23(a) of the Disclosure Schedule, in the aggregate, could not reasonably be expected to have a Material Adverse EffectCompany and each Subsidiary: (ai) is in compliance in all material respects with all Environmental Laws and has not been notified that it is liable or potentially liable, has not received any request for information or other correspondence concerning any site or facility, and is not a "responsible party" or "potentially responsible party" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation Recovery Act of 1976, as amended, or any similar state law, (ii) has not entered into or received any consent decree, compliance order, or administrative order relating to Environmental Requirements, (iii) is not a party in interest or in default under any judgment, order, writ, injunction or decree or any final order relating to Environmental Requirements, and (iv) has obtained all material Governmental Authorizations and Private Authorizations (including without limitation all Environmental Permits) and made all Governmental Filings which are required to be filed by the Company and each Subsidiary for the ownership of its property, facilities and properties ownedassets and the operation of its businesses under all Environmental Laws, leased or operated by any Group Member (is and at all times since its organization has been in material compliance with the “Properties”) do not containterms and conditions of all such required Governmental and Private Authorizations and all Environmental Requirements, and have is not previously containedthe subject of or, to the Company's knowledge, threatened with any Materials Legal Action involving a demand for damages or any other potential liability with respect to violations or breaches of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Requirement. (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any Except as set forth in Section 3.23(b) of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;Disclosure Schedule: (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (di) no judicial proceeding spill, disposal, release, burial or governmental placement of Hazardous Materials in the soil, air or administrative action is pending water has occurred on any property or facility owned, leased, operated or occupied by the Company or any Subsidiary during the period that such facilities and properties were owned, leased, operated or occupied by it or, to the knowledge of the BorrowerCompany, threatened, under at any Environmental Law other time or at any other facility or site to which Hazardous Materials from or generated by the Company or any Group Member is or will be named as a party with respect to Subsidiary may have been taken at any time in 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 the Properties or the Business;past, (eii) there has been no release spill, disposal, release, burial or threat placement of release Hazardous Materials, in the soil, air or water on any property which could reasonably be expected to result or has resulted in contamination of Materials or beneath any properties or facilities owned, leased, operated or occupied by the Company or any Subsidiary during the period that such facilities and properties were owned, leased, operated or occupied by it (or, to the knowledge of the Company, at any other time), and (iii) no notice has been received by the Company or any Subsidiary and no Lien has arisen on its or any Subsidiary's properties or facilities under Environmental Concern at Law. (c) Except as set forth in Section 3.23(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has any above-ground or from underground tanks on property owned, leased, operated or occupied by it for the Propertiesstorage of Hazardous Materials. (d) There has not been, and on or prior to the Financing Closing Date, there will not be, any past or present Events or plans of the Company or any Subsidiary or any of its predecessors, which, individually or in the aggregate, constitute a breach of any Environmental Requirements or which, individually or in the aggregate, may interfere with or prevent continued compliance with all Environmental Requirements, or arising from which, individually or in the aggregate, may give rise to any common law, statutory or other legal liability, or otherwise form the basis of any Claim, assessment or remediation cost, fine, penalty or assessment based on or related to the operations transportation, transmission, gathering, processing, distribution, use, treatment, storage, disposal or handling, or the emission, discharge, release or threatened release into the environment, of any Group Member Hazardous Material with respect to the Company or any Subsidiary or any of its predecessors or its or any of their business, operations or property which could have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. (e) Except as set forth in connection with Section 3.23(e) of the Properties or otherwise Disclosure Schedule, neither the Company nor any Subsidiary has used any Hazardous Materials in connection with the Businessconduct of its business. To the extent that any Hazardous Materials are so set forth, in violation Section 3.23(e) of or in amounts or in the Disclosure Schedule also sets forth (i) a manner that could give rise description of Hazardous Materials used, (ii) the annual volume of each of the Hazardous Materials used, (iii) the years during which each of the Hazardous Materials used occurred, and (iv) the Persons to liability under Environmental Laws;whom such Hazardous Materials were transferred and/or transported after such use. (f) Section 3.23(f) of the Properties Disclosure Schedule contains a complete and correct description of all Hazardous Materials generated by the Company or any Subsidiary which are not set forth in Section 3.23(e), the approximate annual volumes of each of the Hazardous Materials, and all operations at the Properties are in compliance, and Persons to whom such Hazardous Materials have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; andtransferred and/or transported. (g) no Group Member No site assessment, audit, study, test or other investigation has assumed been conducted by or on behalf of the Company or any liability Subsidiary, nor has the Company received any notice from any governmental agency, or financial institution as to environmental matters at any property owned, leased, operated or occupied by the Company or any Subsidiary, except as set forth in Section 3.23(g) of any other Person under Environmental Lawsthe Disclosure Schedule.

Environmental Matters. Except as, in to the aggregate, could extent that the following would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and during its period of ownership, lease or operation of the Properties, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability on the part of such Group Member under, any applicable Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with any applicable Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does any Responsible Officer of the Borrower Borrowers’ Agent have knowledge or reason to believe that any such notice will be received or is being threatenedhas been threatened in writing; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or that would reasonably be expected to a location that could give rise to liability on the part of any Group Member under, any applicable Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties Property in violation of, or in a manner that could would reasonably be expected to give rise to liability on the part of any Group Member under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Responsible Officer of the BorrowerBorrowers’ Agent, threatenedthreatened in writing, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release Release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under any applicable Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years five-year period prior to the date on which this representation is made or deemed made on the date of any extension of credit been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or as disclosed on Schedule 4.17: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings, the Borrower or the Canadian Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings, the Borrower and the Canadian Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and to the Borrower’s knowledge have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five two years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could as has not had and would not reasonably be expected to have a Material Adverse Effect: (a) Effect on the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending orCompany, to their best knowledge the knowledge of Company and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; Bank: (ei) there has been no release or threat of release of Materials of Environmental Concern have complied at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, times with all applicable Environmental Laws; (ii) have not owned or operated any property that has been contaminated with any Hazardous Substance that could be expected to result in liability pursuant to any Environmental Law; (iii) are not liable for Hazardous Substance disposal or contamination on any third party property; (iv) have not received any notice, and there is no contamination atdemand, letter, claim or request for information or threat indicating that it may be in violation of or subject to liability under any Environmental Law; (v) are not subject to any order, decree, injunction or about agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liability under any Environmental Law; (vi) are not subject to any circumstances or conditions that could reasonably be expected to result in any claims, liability, investigations, costs or restrictions on the Properties ownership, use, or violation transfer of any property in connection with any Environmental Law; (vii) have not participated in the management of any borrower or other third party property, or taken any other actions such that they could be deemed an owner or operator of such property for purposes of any Environmental Law with respect and (viii) have made available to the Properties Investor copies of all environmental reports, studies, assessments, and memoranda in its possession relating to the Company or the Business; and Bank or any of their current or former properties or operations. For purposes of this Agreement, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (gi) no Group Member has assumed the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any liability other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any other Person under substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component and “Hazardous Substance” means any substance that is regulated pursuant to any Environmental LawsLaw including any waste, petroleum products, asbestos, mold and lead products.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asThe Company shall, and shall cause each Subsidiary of the Company to, and shall cause each Person within its control to: (i) conduct its operations and keep and maintain its real estate in the aggregate, compliance with all Environmental Laws and Environmental Permits other than noncompliance which could not reasonably be expected to have a Material Adverse Effect: ; (aii) implement any and all investigation, remediation, removal and response actions which are appropriate or necessary to comply with Environmental Laws and Environmental Permits pertaining to the facilities presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its real estate, except as could not reasonably be expected to have a Material Adverse Effect; (iii) notify the CIG Media Parties and properties ownedthe NBCU Parties promptly after such Person becomes aware of any material violation of Environmental Laws or Environmental Permits or any Release on, leased at, in, under, above, to, from or operated about any of its real estate which is reasonably likely to have a Material Adverse Effect; and (iv) promptly forward to the CIG Media Parties and the NBCU Parties a copy of any order, notice, request for information or any communication or report received by such Person in connection with any Group Member (such violation, Release or any other matter relating to any Environmental Laws or Environmental Permits that could reasonably be expected to have a Material Adverse Effect, in each case whether or not the “Properties”) do not containEnvironmental Protection Agency or any Governmental Entity has taken or threatened any action in connection with any such violation, Release or other matter. The Company shall not, and have shall not previously containedcause or permit any of its Subsidiaries to, cause or permit a Release of any Materials Hazardous Material on, at, in, under, above, to, from or about any of Environmental Concern its real estate where such Release would violate in amounts or concentrations or under circumstances that constitute or constituted a violation ofany material respect, or could give rise to liability form the basis for any material Environmental Liabilities under, any Environmental Law; (b) no Group Member has received Laws or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental LawsPermits.

Environmental Matters. Except as, as disclosed in the aggregate, could not reasonably be expected to have a Material Adverse Effect:Schedule 2.1(w): (ai) During the facilities period that the Company has owned, leased, or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to the Company having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (ii) The operations of the Company and properties that the Company owns, leases, or operates, are in compliance with Environmental Law. During the time that the Company has owned, leased or operated its properties and facilities, neither the Company nor any other Person has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials which may be considered a violation of applicable Environmental Law. (iii) During the time that the Company has owned, leased or operated its properties and facilities, there has been no litigation or proceeding brought or, to the Knowledge the Company, threatened against the Company by, or any settlement reached the Company with, any Persons alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (iv) There are no facts, circumstances or conditions relating to the properties and facilities owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or Company which could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, claim under any Environmental Law or to which any Group Member is or will be named as a party 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 material Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties Costs and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental LawsLiabilities.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and real properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, of Environmental Law or could give rise would reasonably be expected to liability under, result in any Environmental LawLiability; (b) no Group Member has received any written notice from any Person alleging, or is aware knows of any notice of violationbasis for, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with any Environmental Laws Liability with regard to any of Group Member, the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of to, at or from the Properties by or on behalf of any Group Member in violation of, of Environmental Law or in a manner or that would reasonably be expected to a location that could give rise to liability under, any Environmental LawLiability, nor have any Materials of Environmental Concern been generated, treatedused, treated or stored or disposed of at, on or under any of the Properties in violation of, of Environmental Law or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental LawLiability; (d) no judicial proceeding or governmental or administrative claim, proceeding, suit, action or, to the knowledge of the Borrower, investigation is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or or, to the knowledge of the Borrower, will be named as a party with respect to the Properties or the Businessparty, nor are there any judicial decrees, consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements governmental orders outstanding under any Environmental Law with respect to any Group Member, the Properties or the Business; (e) there has been no release Release of or exposure to nor, to the knowledge of the Borrower, threat of release Release of Materials of Environmental Concern at at, in, on, under or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner any other location that could would reasonably be expected to give rise to liability under any Environmental LawsLiability; (f) neither the Properties and all Group Members nor their respective operations at the Properties are in compliance, and have in the last five years been in compliance, failed to comply with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law or to obtain, maintain or comply with respect to the Properties any permit, license or the Businessother approval required under any Environmental Law; and (g) no Group Member has retained or assumed (by contract or operation of law) any liability Environmental Liability of any other Person under Environmental Lawsor with respect to any former or predecessor operations or properties.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties during the last five years or, to the knowledge of the Borrower, any prior time in violation of, or in a manner or to a location that could give rise to 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 Properties during the last five years or, to the knowledge of the Borrower, any prior time in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, during the last five years or, to the knowledge of the Borrower, any prior time in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years and, to the knowledge of the Borrower, at all prior times been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability by contract or, to the knowledge of the Borrower, operation of law, of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas could not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and The properties owned, leased or operated by any Group Member (each Credit Party and each Subsidiary thereof now or in the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could give rise to liability under, any of applicable Environmental LawLaws; (b) To the knowledge of the Borrower and its Subsidiaries, each Credit Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no Group Member contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties; (c) No Credit Party nor any Subsidiary thereof has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Laws, nor does the Borrower any Credit Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (cd) To the knowledge of the Borrower and its Subsidiaries, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (de) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties any Credit Party, any Subsidiary thereof or the Business;such properties or such operations; and (ef) there There has been no release release, or to the best of the Borrower’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by any Credit Party or any Subsidiary, now or in the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed on Schedule 3.15 or except as, in the aggregate, could do not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the any Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties ownedowned or, to the Borrower’s knowledge, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any written claim, demand, notice of violation, alleged violation, non-compliance, liability or of actual or potential liability regarding environmental matters or compliance with respect to any Environmental Laws with regard relating to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedMember; (c) Materials of Environmental Concern have not been transported transported, sent for treatment or disposed of from the Properties by any Group Member or, to the Borrower’s knowledge, by any other person in violation of, or in a manner or to a location that could give rise reasonably be expected to result in any Group Member incurring liability under, any Environmental Law, nor have any Materials of Environmental Concern been released, generated, treated, or stored or disposed of by any Group Member or, to the Borrower’s knowledge, by any other person at, on on, under or under from any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to result in any Group Member incurring liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessrelating to any Group Member; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Propertieseach Group Member, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (gf) no Group Member has assumed by contract any liability of any other Person under Environmental Laws, nor is any Group Member paying for or conducting , in whole or in part, any response or other corrective action to address any Materials of Environmental Concern at any location pursuant to any Environmental Law.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and to the knowledge of the Loan Parties, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and except as set forth on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the best knowledge of Holdings and the Borrower after due inquiry: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously containedcontained during the ownership or lease of, or operation by, such Group Member, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) During the ownership or lease of, or operation by, any Group Member, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) During the ownership or lease of, or operation by, any Group Member, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in during the last five years ownership or lease of, or operation by, any Group Member been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofconstitute, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters under or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Member, nor does the Borrower any Group Member have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been released, transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been released, generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Businessbusiness operated by any Group Member, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;business operated by any Group Member, nor, to the knowledge of any Group Member, are there any past or present actions, activities, circumstances, conditions, events or incidents with respect to the Properties or the business operated by any Group Member, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could form the basis of any such action or order against any Group Member or against any person or entity whose liability for any such action or order any Group Member has retained or assumed either contractually or by operation of law, or otherwise result in any costs or liabilities under Environmental Law; and (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas may be set forth in the Prospectus and except with respect to the JV Assets: (i) Buyer and each Person in the LGI Group have complied and are in compliance, in all material respects, with all applicable federal, state, local, foreign and international laws (including the aggregatecommon law), statutes, rules, regulations, orders, judgments, decrees or other legally binding requirements of any court, administrative agency or other governmental authority relating to pollution or to the protection of the environment, natural resources or human health or safety, or to the manufacture, use, generation, treatment, storage, disposal, release or threatened release of hazardous or toxic substances, pollutants, contaminants or wastes, or the arrangement for such activities which are effective as of the Closing Date (“Environmental Laws”); (ii) Buyer and each Person in the LGI Group have obtained and are in compliance, in all material respects, with all permits, licenses, authorizations or other approvals required of them under Environmental Laws to conduct their respective businesses and are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses, authorizations or approvals; (iii) neither Buyer nor any Person in the LGI Group is a party to any judicial or administrative Proceeding (including a notice of violation) under any Environmental Laws to which a governmental authority is also a party and which involves potential monetary sanctions, unless it could not reasonably be expected that such Proceeding will result in monetary sanctions of less than $100,000; and no such Proceeding has been threatened in writing or is known by Buyer or by any Person in the LGI Group to be contemplated; (iv) neither Buyer nor any Person in the LGI Group has received written notice or is otherwise aware of any pending or threatened in writing material claim or potential liability under Environmental Laws in respect of its past or present business, operations (including the disposal of hazardous substances at any off-site location), facilities or real property (whether owned, leased or operated) or on account of any predecessor or any person whose liability under any Environmental Laws it has agreed to assume; and neither Buyer nor any Person in the LGI Group is aware of any facts or conditions that could reasonably be expected to give rise to any such claim or liability; and (v) neither Buyer nor any Person in the LGI Group is aware of any matters regarding compliance with existing or reasonably anticipated Environmental Laws, or with any liabilities or other obligations under Environmental Laws (including asset retirement obligations), that could reasonably be expected to have a Material Adverse Effect: (a) material effect on the facilities capital expenditures, earnings or competitive position of Buyer and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental LawsLGI Group.

Environmental Matters. Except asOther than exceptions to any of the following that would not, in the aggregate, could not reasonably have or be expected to have a Material Adverse Effect: (a) each Group Member: (i) is, and for the facilities period of three years immediately preceding the Closing Date has been, in compliance with all applicable Environmental Laws; (ii) holds all Environmental Permits required for any of its current operations or for any property owned, leased, or otherwise operated by it; and properties (iii) is in compliance with all of its Environmental Permits; (b) Hazardous Materials are not present at, on, under or in any real property now or formerly owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofMember, or could give rise at any other location (including any location to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated which Hazardous Materials have been sent by any Group Member for re-use or recycling or for treatment, storage, or disposal) which would reasonably be expected to (i) give rise to the “Business”)imposition of Environmental Liabilities on any Group Member, nor does or (ii) interfere with Parent’s or any Group Member’s continued operations, or (iii) impair the Borrower have knowledge fair saleable value of any real property currently owned or reason to believe that leased by any such notice will be received or is being threatenedGroup Member; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofthere is no judicial, administrative, or in a manner or arbitral proceeding pursuant to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect that is pending or, to the Properties knowledge of any Group Member, threatened in writing (including any notice of violation or the Business, nor are there alleged violation); (d) no Group Member has received any consent decrees or other decrees, consent orders, administrative orders or other orderswritten request for information, or other administrative been notified in writing that it is a potentially responsible party under or judicial requirements outstanding under any Environmental Law with respect relating to the Properties Federal Comprehensive Environmental Response, Compensation, and Liability Act or the Businessany equivalent state Environmental Law; (e) there no Group Member has been no release entered into any consent decree, order, settlement or threat of release of Materials of Environmental Concern at or from the Propertiesother agreement, or arising from is subject to any judgment, decree, order or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businessother agreement, in violation of any judicial, administrative, arbitral, or in amounts or in a manner that could give rise other forum for dispute resolution, relating to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the BusinessLiability; and (gf) no Group Member has assumed or retained by contract or operation of law, or is otherwise subject to, any liability of any other Person under Environmental LawsLiability.

Environmental Matters. Except asas could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Credit Parties or any Group Member of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law;. (b) no Group Member has The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws. (c) Neither the Credit Parties nor their Subsidiaries have received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding on behalf of any Credit Party with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by the Credit Parties or any Group Member of their Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or to the knowledge of the Credit Parties, in a manner or to a location that could give rise to liability under, on behalf of any Credit Party under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored stored, released or disposed of at, on or under any of the Properties in violation of, of or in a manner that could give rise to liability on behalf of any Credit Party under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatenedthreatened in writing, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in to the aggregate, extent any of the following could not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Company, the facilities and properties owned, leased or operated by the Company or any Group Member of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law;. (b) The Properties and all operations at the Properties are in compliance in all material respects with all applicable Environmental Laws, and there is no Group Member contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Company or any of its Subsidiaries (the “Business”) which could materially interfere with the continued operation of the Properties or materially impair the fair saleable value thereof. (c) Neither the Company nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower Company have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (d) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Company or any Group Member Subsidiary is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and except as set forth on Schedule 4.17 to the Disclosure Letter, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation by any Group Member of, or could give rise to liability of any Group Member under, any Environmental Law; (b) no Group Member has received or is aware any written or, to the knowledge of any the Borrower, oral notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties during the last five years by any Group Member or, to the knowledge of the Borrower, other Person or, to the knowledge of the Borrower, any prior time in violation of, or in a manner or to a location that could give rise to liability of any Group Member 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 Properties during the last five years by any Group Member or, to the knowledge of the Borrower, other Person or, to the knowledge of the Borrower, any prior time in violation of, or in a manner that could give rise to liability of any Group Member under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 against any Group Member or, to the knowledge of the Borrower, other Person under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, during the last five years or, to the knowledge of the Borrower, any prior time in violation of or in amounts or in a manner that could give rise to liability of any Group Member under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years and, to the knowledge of the Borrower, at all prior times been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties that could give rise to liability of any Group Member or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability by contract or, to the knowledge of the Borrower, operation of law, of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and real properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and (to the knowledge of the Group Members) have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, of any Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Group Member have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported released, transported, generated, treated, stored or disposed of from the Properties in violation of, or in a manner or to a location that could is reasonably expected to give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Group Member, threatened, under any Environmental Law to which any Group Member is or or, to the knowledge of the Group Member, will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and (to the knowledge of the Group Members) have in the last past five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (gf) to the knowledge of the Group Members, there are no past or present conditions, events, circumstances, facts, or activities that would reasonably be expected to give rise to any liability or other obligation for any Group Member has assumed under any liability of any other Person under Environmental Laws.

Environmental Matters. Except asfor any such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:, (a) the facilities and The properties owned, leased or operated by any Group Member (the “Properties”) GGS Companies do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability underunder applicable Environmental Laws; (b) Each GGS Company and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof and no GGS Company has become subject to any liability under any Environmental Law; (bc) no Group Member No GGS Company has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Laws, nor does the Borrower any GGS Company have knowledge or reason to believe that any such notice will be received or is being threatened; (cd) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by any GGS Company in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (de) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrowerany GGS Company, threatened, under any Environmental Law to which any Group Member GGS Company is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties any GGS Company or the Business;such properties or such operations; and (ef) there There has been no release release, or to the best of each GGS Company’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by any GGS Company, now or in the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any actual or threatened notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (fd) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (ge) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asTo Borrower’s knowledge, in the aggregate, could except as would not reasonably be expected to have result in a Property Material Adverse Effect (it being agreed that the presence of SAC Conditions shall not, in and of themselves, constitute a Property Material Adverse Effect:): (ai) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of No Hazardous Substances are located at, on on, in or under any of the Properties or have been handled, manufactured, generated, stored, processed, or disposed of at, on, in violation or under, or have been Released from, any of the Properties. Without limiting the foregoing, there is not present at, on, in or under any of the Properties, any PCB-containing equipment not maintained in compliance with Environmental Laws), asbestos or asbestos containing materials not maintained in compliance with Environmental Laws, underground storage tanks or surface impoundments for any Hazardous Substance not maintained in compliance with Environmental Laws, lead in drinking water (except in concentrations that comply with all Environmental Laws, or lead-based paint. There is no threat of any Release of any Hazardous Substance migrating to any of the Properties. (ii) Each Property is in compliance in all material respects with all Environmental Laws applicable to such Property (which compliance includes, but is not limited to, the possession of, or and compliance with, all environmental, health and safety permits, approvals, licenses, registrations and other governmental authorizations required in a manner that could give rise to liability under, any applicable connection with the ownership and operation of such Property under all Environmental Law; (d) no judicial proceeding or governmental or administrative action Laws). No Environmental Claim is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to any of the Properties or the BusinessProperties, nor is any threatened, 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 Borrower or any of the Properties or the Business;Properties. (eiii) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection No Liens are presently recorded with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, appropriate land records under or about the Properties or violation of pursuant to any Environmental Law with respect to any of the Properties or and, to Borrower’s knowledge, no Governmental Authority has been taking any action to subject any of the Business; andProperties to Liens under any Environmental Law. (giv) There are no Group Member has assumed Phase I Environmental Reports completed within the last two years in the possession of Borrower in relation to any liability of any other Person under Environmental Lawsthe Properties that have not been made available to Lender.

Environmental Matters. Except as, individually or in the aggregateaggregate (excluding matters set forth on Schedule 5.17 to the extent described therein), could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or under Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing; (c) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatenedthreatened in writing, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Parent Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to give rise to 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 Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Parent Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed by contract any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a an unresolved violation of, or could would reasonably be expected to give rise now or in the future to liability under, any Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters arising under Environmental Laws or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner manner, or to a location that could would reasonably be expected to give rise to 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 Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any judicial decrees, consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements governmental orders outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or or, to the knowledge of the Borrower, threat of release of Materials of Environmental Concern at or from the Properties, or or, to the knowledge of the Borrower, arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of of, or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, nor has knowledge of any alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Member, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties by any Group Member or, to the Borrower’s knowledge, by any other person in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of by any Group Member or, to the Borrower’s knowledge, by any other person at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or the Businessbusiness operated by any Group Member, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessbusiness operated by any Group Member; (e) there has been no release or threat of release of Materials of Environmental Concern by any Group Member or, to the Borrower’s knowledge, by any other person at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businessbusiness operated by any Group Member, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five (5) years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected (a) With respect to have a Material Adverse EffectInnes Street and Citizens Bank: (ai) Each of Innes Street and Citizens Bank, the facilities Participation Facilities, and, to Innes Street's Knowledge, the Loan Properties are, and properties have been, in substantial compliance with, and are not liable under, any Environmental Laws; (ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to Innes Street's Knowledge, threatened, before any court, governmental agency or board or other forum against it or Citizens Bank or any Participation Facility (x) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release (as defined herein) into the environment of any Hazardous Material (as defined herein), whether or not occurring at or on a site owned, leased or operated by it or Citizens Bank or any Group Member Participation Facility; (iii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to Innes Street's Knowledge threatened, before any court, governmental agency or board or other forum relating to or against any Loan Property (or Innes Street or Citizens Bank in respect of such Loan Property) (x) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the “Properties”presence of or release into the environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by a Loan Property; (iv) To Innes Street's Knowledge, the properties currently owned or operated by Innes Street or Citizens Bank (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) are not contaminated with and do not containotherwise contain any Hazardous Material other than as permitted under applicable Environmental Law; (v) Neither Innes Street nor Citizens Bank has received any notice, and have not previously containeddemand letter, executive or administrative order, directive or request for information from any Materials of Environmental Concern federal, state, local or foreign governmental entity or any other Person indicating that it may be in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability liable under, any Environmental Law; (bvi) To Innes Street's Knowledge, there are no Group Member has received or is aware of any notice of violationunderground storage tanks on, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation ofproperties owned or operated by Innes Street or Citizens Bank or any Participation Facility, and no underground storage tanks have been closed or in a manner that could give rise to liability under, removed from any applicable Environmental Law;properties owned or operated by Innes Street or Citizens Bank or any Participation Facility; and (dvii) no judicial proceeding To Innes Street's Knowledge, during the period of (s) Innes Street's or governmental Citizens Bank's ownership or administrative action is pending oroperation of any of their respective current properties or (t) Innes Street's or Citizens Bank's participation in the management of any Participation Facility, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release contamination by or threat of release of Hazardous Materials of Environmental Concern at or from the Propertiesin, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination aton, under or about affecting such properties. To Innes Street's Knowledge, prior to the Properties period of (x) Innes Street's or violation Citizens Bank's ownership or operation of any Environmental Law with respect to of their respective current properties or (y) Innes Street's or Citizens Bank's participation in the Properties or the Business; and (g) no Group Member has assumed any liability management of any other Person Participation Facility, there was no contamination by or release of Hazardous Material in, on, under Environmental Lawsor affecting such properties.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any applicable Environmental Law; (b) no Group Member has received or is aware of any notice of any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could would reasonably be expected to give rise to 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 Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) with respect to any liability arising under any Environmental Law, no judicial proceeding or governmental or administrative action is pending or, to the best knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and within all applicable statute-of-limitations periods have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed assumed, contractually or by operation of law, any liability of any other Person under Environmental Laws.

Environmental Matters. Except asTo its knowledge, in neither its conduct nor its operation or the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties conduct or operation of its subsidiaries nor any condition of any property presently or previously owned, leased or operated by any Group Member of them (the “Properties”) do not containincluding, and have not previously containedwithout limitation, any Materials of Environmental Concern in amounts a fiduciary or concentrations agency capacity), violates or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with violated Environmental Laws and no condition has existed or event has occurred with regard respect to any of the Properties them or any such property that, with notice or the business operated by passage of time, or both, is reasonably likely to result in liability under Environmental Laws. To its knowledge, no property on which it or any Group Member (the “Business”)of its subsidiaries holds a Lien, nor does the Borrower have knowledge violates or reason violated Environmental Laws and no condition has existed or event has occurred with respect to believe that any such property that, with notice will be or the passage of time, or both, is reasonably likely to result in liability under Environmental Laws. Neither it nor any of its subsidiaries has received any written notice from any person or is being threatened; (c) Materials entity that it or its subsidiaries or the operation or condition of Environmental Concern have not been transported any property ever owned, leased, operated, or disposed of from the Properties in violation of, held as collateral or in a manner fiduciary capacity by any of them are or were in violation of or otherwise are alleged to a location that could give rise to have liability under, under any Environmental Law, nor have including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any Materials of Environmental Concern been generatedpollutants, treatedcontaminants, stored or disposed of hazardous or toxic wastes, substances or materials at, on or under any of the Properties in violation ofon, beneath, or in a manner that could give rise to liability underoriginating from, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under such property. “Environmental Laws; (f) ” means all applicable local, state and federal environmental, health and safety laws and regulations, including the Properties Resource Conservation and all operations at Recovery Act, the Properties are in complianceComprehensive Environmental Response, Compensation, and have in Liability Act, the last five years been in complianceClean Water Act, with all applicable Environmental Lawsthe Federal Clean Air Act, and there is no contamination atthe Occupational Safety and Health Act, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Lawseach as amended, regulations promulgated thereunder, and state counterparts.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware has knowledge of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding related to environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice (i) will be received or (ii) is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could would give rise to 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 Properties in violation of, or in a manner that could would give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat or, to the knowledge of the Borrower, threatened release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) none of the facilities and or properties currently or formerly owned, leased or operated by any Group Member the Borrower or its Subsidiaries (the “"Properties”") do not contain, and have not contain or previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to result in liability under, any Environmental Law; (b) no Group Member the Borrower has not received or is aware of any notice of violation, actual or alleged violation, non-compliance, liability compliance or potential liability regarding environmental matters or compliance with Environmental Laws or other environmental matters or with regard respect to any of the Properties or the business operated by any Group Member (the “Business”)Borrower or its Subsidiaries, nor does the Borrower have knowledge or is there any reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and formerly have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Businessbusiness operated by the Borrower; (d) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could result in liability under, any Environmental Law; no Hazardous Materials have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could result in liability under, any applicable Environmental Law; and there has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of the Borrower in connection with the Properties or the business operated by the Borrower, in violation of or in amounts or in a manner that could result in liability under Environmental Laws; (e) no administrative or governmental action or judicial proceeding is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower is or will be a party with respect to the Properties or the business operated by the Borrower, nor are there any decrees or orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the business operated by the Borrower; and (gf) no Group Member the Borrower has not assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and and, to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, of any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliancecompliance in all material respects, and have in the last five years been in compliancecompliance in all material respects, with all applicable Environmental Laws, and except as disclosed on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person (other than any other Group Member) under Environmental Laws.

Environmental Matters. Except asas could not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Credit Parties or any Group Member of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law;. (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”). (c) No Group Member has received any written or is aware of any actual notice of violation, alleged violation, non-compliancenon‑compliance, liability or potential liability regarding on behalf of any Group Member with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by any Group Member (the “Business”), nor does do the Borrower Group Members have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, on behalf of any Group Member under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability on behalf of any Group Member under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation on behalf of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The properties of the facilities Parent and properties owned, leased or operated by any Group Member (the “Properties”) its Subsidiaries do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, or (B) could give rise to any liability under, any applicable Environmental Law;Laws. (b) To the best of the knowledge of the Parent, such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and, to the best of the knowledge of the Parent, there is no Group Member contamination at, under or about such properties or such operations which could interfere with the continued operation of any material property or properties of the Borrower and its Subsidiaries or impair the fair salable value thereof. (c) Neither the Parent nor any Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliancenoncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties their properties or the business operated by any Group Member (the “Business”)operations conducted in connection therewith, nor does the Borrower Parent or any Subsidiary have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties properties of the Parent and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to any liability under, any applicable Environmental Law;Laws. (de) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerParent, threatened, under any Environmental Law to which the Parent or any Group Member Subsidiary is or will be named as a party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties such properties or the Business;such operations. (ef) there There has been no release release, or to the best of the knowledge of the Parent, the threat of release release, of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businesssuch properties, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and. (g) no Group Member has assumed In the ordinary course of its business, the Parent conducts an ongoing review of the effect of Environmental Laws on the operations and properties of the Parent and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any liability capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any other Person under license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Materials and any related costs and expenses). On the basis of this review, the Parent has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect.

Environmental Matters. Except as(i) as provided in Schedule 7.16 to the Original Credit Agreement or (ii) as would not reasonably be expected to, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each Company and its businesses, operations and any of its Properties are in compliance with, and such Company has no liability under, any applicable Environmental Laws; (b) Without limitation of clause (a) above, no Property of any Company nor the operations currently conducted thereon or, to the best knowledge of the Loan Parties, any operations conducted thereon by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws; (c) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the businesses and operations of the Companies or ownership, operations and use of any and all Property of the Companies, including without limitation past or present treatment, storage, disposal or release of Hazardous Materials into the environment, have been duly obtained or filed, are in full force and effect, and the Companies are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations; (d) All Hazardous Materials generated at any Property of the Companies have in the past been transported, treated and disposed of in accordance with Environmental Laws, and, to the best knowledge of the Loan Parties, all such transport carriers and treatment and disposal facilities have been and properties are operating in compliance with Environmental Laws and are not the subject of any existing, pending or threatened action or investigation by any Governmental Authority in connection with any Environmental Laws; (e) No Hazardous Materials have been disposed of or otherwise released and there has been no threatened release of any Hazardous Materials on, at, under, from or to any current or former Property of the Companies except in compliance with Environmental Laws or which would not reasonably be expected to result in liability under any Environmental Laws; (f) No Company has any known contingent liability in connection with any release or threatened release of any Hazardous Material into the environment; (g) No Company is paying for or conducting any remedial action at any location pursuant to any Environmental Laws; and (h) The Companies have made available to the Administrative Agent (for further availability to the Lenders if requested prior to the Original Closing Date) all material records, including all environmental assessments, audits, reports and sampling data, in their possession or control as of the Original Closing Date concerning compliance with or actual or potential liability under any Environmental Laws, including those concerning the actual or suspected existence of Hazardous Material at any Property or facilities now or previously owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Lawsthem.

Environmental Matters. Except asas could not reasonably be expected to result in any liability under or relating to Environmental Laws (as defined in Section 8.04) to the Company or any of its Subsidiaries which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect with respect to the Company: (ai) each of the facilities Company and properties each of its Subsidiaries holds and is, and has been, in compliance with all Environmental Permits (as defined in Section 8.04), and each of the Company and each of its Subsidiaries is, and has been, otherwise in compliance with all Environmental Laws and, to the knowledge of the Company, there are no conditions that might prevent or interfere with such compliance in the future; (ii) neither the Company nor any of its Subsidiaries has received any written Environmental Claim or has knowledge of any other Environmental Claim or threatened Environmental Claim; (iii) neither the Company nor any of its Subsidiaries has entered into any consent decree, order or agreement under or relating to any Environmental Law; (iv) there are no past (including, without limitation, with respect to assets or businesses formerly owned, leased or operated by the Company or any Group Member (of its Subsidiaries) or present actions, activities, events, conditions or circumstances, including without limitation the “Properties”) do not containrelease, and have not previously containedthreatened release, any Materials emission, discharge, generation, treatment, storage or disposal of Environmental Concern in amounts or concentrations or under circumstances Hazardous Materials, that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received of the Company or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, its Subsidiaries under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the BusinessLaws; and (v) no modification, nor are there any consent decrees or other decreesrevocation, consent ordersreissuance, administrative orders or other ordersalteration, transfer, or other administrative or judicial requirements outstanding under any amendment of the Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesPermits, or arising from any review by, or related to approval of, any third party of the operations of any Group Member Environmental Permits is required in connection with the Properties execution or otherwise in connection with the Business, in violation delivery of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties this Agreement or the Business; and (g) no Group Member has assumed consummation of the transactions contemplated hereby or the continuation of the business of the Company or any liability of any other Person under Environmental Lawsits Subsidiaries following such consummation.

Environmental Matters. Except as, in the aggregate, could as would not have or would not be reasonably be expected to have a Material Adverse Effect:, to the best of the knowledge of the Borrowers and their Subsidiaries, (ai) The properties of the facilities Borrowers and properties owned, leased or operated by any Group Member (the “Properties”) their Subsidiaries do not contain, and have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, or (B) could give rise to liability under, any applicable Environmental LawLaws; (bii) Such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no Group Member contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) No Borrower nor any Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties their properties or the business operated by any Group Member (the “Business”)operations conducted in connection therewith, nor does the any Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties properties of any Borrower or any of its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, or threatened under any Environmental Law to which any Group Member Borrower or any Subsidiary thereof is or will be named as a party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties such properties or the Business;such operations; and (evi) there There has been no release or the threat of release of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businesssuch properties, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect: , (ai) the facilities Company and its Subsidiaries are, and at all times since December 31, 2012 have been, in compliance with all applicable Environmental Laws, (ii) none of the properties owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Materials as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, (iii) since December 31, 2012, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of its businesses or any of their respective properties or assets, (iv) there have been no Releases of any Hazardous Material at, onto, or from any properties presently or formerly owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries during the time such properties were owned, leased or operated by the Company or any Group Member of its Subsidiaries and (v) neither the “Properties”) do not containCompany, and have not previously containedits Subsidiaries nor any of their respective properties are subject to any liabilities relating to any suit, any Materials settlement, court order, administrative order, regulatory requirement, judgment, notice of Environmental Concern in amounts violation or concentrations written claim asserted or arising under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) . It is agreed and understood that no Group Member has received representation or warranty is aware made in respect of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to in any Section of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or this Agreement other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Lawsthan this Section 5.11.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “"Properties”") do not contain, and have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, of any Environmental Law or could give rise to liability under, any Environmental LawLiability; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability Environmental Liability or potential liability regarding environmental matters Environmental Liability or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “"Business”"), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofof any Environmental Law, or in a manner or to a location that could give rise to liability under, any Environmental LawLiability, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLiability; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under any Environmental LawsLiability; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability Environmental Liability of any other Person under Environmental LawsPerson.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and real properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and (to the knowledge of the Group Members) have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, of any Environmental Law; (b) no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported released, transported, generated, treated, stored or disposed of from the Properties in violation of, or in a manner or to a location that could is reasonably expected to give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and (to the knowledge of the Group Members) have in the last five years past been in compliance, with all applicable Environmental Laws; and (f) to the knowledge of the Group Members, and there is are no contamination atpast or present conditions, events, circumstances, facts, or activities that would reasonably be expected to give rise to any liability or other obligation for any Group Member under or about the Properties or violation of any Environmental Law with respect to the Properties or the BusinessLaws; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) to the knowledge of the Company the facilities and properties owned, leased or operated by any Group Member (as used in this Section 4.15, the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower Company have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law, nor, to the knowledge of the Company, have Materials of Environmental Concern been transported or disposed of from the Properties in violation of, or in a manner or to a location that would reasonably be expected to give rise to liability under, any Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatenedthreatened in writing, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other written orders, or other written administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or knowledge of the Business; and (g) Company, no Group Member has assumed any liability of any other Person under Environmental LawsLaws which is expected to result in claims against or liabilities of the Company.

Environmental Matters. Except asfor matters which could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectresult in liability in excess of $7,500,000: (ai) To the facilities and knowledge of any Credit Party, the properties owned, leased or operated by any Group Member (the “Properties”) Credit Parties and their Subsidiaries do not contain, and have not previously contained, contain any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any material Environmental LawClaim; (bii) Each Credit Party, each Subsidiary and such properties and all operations conducted in connection therewith are in material compliance, and have been in material compliance, with all applicable Environmental Laws, and, to the knowledge of any Credit Party, there is no Group Member contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value in any material respect thereof; (iii) No Credit Party nor any Subsidiary thereof has received or is aware of any unresolved notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Laws, nor does the Borrower any Credit Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) To the knowledge of any Credit Party, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by any Credit Party or any of their Subsidiaries in violation of, or in a manner manner, or to a location that which could give rise to liability under, any Environmental LawClaims, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawClaims; (dv) no judicial proceeding or governmental or administrative action is pending No Environmental Claims are pending, or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties any Credit Party, any Subsidiary thereof or the Business;such properties or such operations; and (evi) To the knowledge of any Credit Party, there has been no release Release or threat of release Release of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from operated by any Credit Party or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, Subsidiary thereof in violation of or in amounts or in a manner that could give rise to liability under an Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under Claim or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person require remediation under Environmental Laws.

Environmental Matters. Except as, as disclosed in the aggregate, could not reasonably be expected to have a Material Adverse EffectSchedule 4.20 hereto: (a) The Company and each Affiliate has conducted its business in compliance with all applicable Environmental Laws, including having all Permits necessary under applicable Environmental Laws for the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials operation of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Lawits business as presently conducted; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any None of the Properties real properties owned or leased by the business operated Company or any Affiliate contain any Hazardous Substance in amounts exceeding the levels permitted by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedEnvironmental Laws; (c) Materials Neither the Company nor any of Environmental Concern the Affiliates have not been transported received any notices, demand letters or disposed requests for information from any Governmental Authority or third party indicating that the Company or any of from the Properties Affiliates may be in violation of, or liable under, any Environmental Law in a manner connection with the ownership or to a location that operation of its Business, nor does the Company or the Seller have any Knowledge of any facts which could give rise to liability underany such notice, demand letter or request for information from any Environmental LawGovernmental Authority; (d) There are no civil, nor have criminal or administrative actions, suits, demands, claims, hearings, investigations or Proceedings pending or threatened against the Company or any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under Affiliate relating to any of the Properties in violation ofviolation, or in a manner that could give rise to liability underalleged violation, of any applicable Environmental Law; (de) no judicial proceeding No reports have been filed, or governmental are required to be filed, by the Company or administrative action is pending or, to any Affiliate concerning the knowledge release of any Hazardous Substance or the Borrower, threatened, under threatened or actual violation of any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsLaw; (f) the Properties and all operations at the Properties are No Hazardous Substance has been disposed of, released or transported in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any applicable Environmental Law from any real properties owned or leased by the Company or any Affiliate; (g) There have been no environmental investigations, studies, audits, tests, reviews or other analyses regarding compliance or noncompliance with respect any applicable Environmental Law conducted by or which are in the possession of the Company or any Affiliate which have not been delivered to the Properties Buyer prior to the date hereof; (h) There are no underground storage tanks on, in or under any real properties owned or leased by the BusinessCompany or any Affiliate and no underground storage tanks have been closed or removed by the Company or any Affiliate from any of such properties; (i) There is no asbestos or asbestos-containing material present in any of the assets owned or leased by the Company or any Affiliate, and no asbestos has been removed by the Company or any Affiliate from any of such properties; and (gj) no Group Member has assumed Neither Company, nor any liability Affiliates, nor any of their properties are subject to any other Person material Liabilities or expenditures (fixed or contingent) relating to any suit, settlement, Law or claim asserted or arising under any Environmental LawsLaw.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties currently or formerly owned, leased or operated by any Group Member (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “"Business”"), nor does the Borrower Company have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported transported, arranged to be disposed of or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asfor matters that could not be reasonably expected, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Credit Parties or any Group Member of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;. (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no Group Member has received contamination at, under or is aware about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”). (c) Neither the Credit Parties nor their Subsidiaries have received any written or actual notice of violation, alleged violation, non-non compliance, liability or potential liability regarding with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower Credit Parties and their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party 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 the Properties or the Business;. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except asas set forth in Schedule 3.15 of the Disclosure Schedule and except for such circumstances that, individually or in the aggregate, could have not had, do not have, and would not reasonably be expected to have a Material Adverse EffectEffect on the Companies: (ai) each Company and each Company Subsidiary is and has been in full compliance with all applicable Environmental Laws (as defined in Section 3.15(b) hereof), including having all permits, licenses and other approvals and Governmental Authorizations necessary or appropriate for the facilities Business under any Environmental Law; (ii) no Real Property contains any Hazardous Substances (as defined in Section 3.15(b) hereof), and no other properties owned, leased currently or formerly owned or operated by any Group Member Company or any Company Subsidiary (including soil, groundwater or surface water on, under or emanating from the Real Property, such other properties, and buildings thereon) (the “"Properties”") do not containcontain (with respect to currently owned), and have not previously containedor contained during the period of such ownership or operation (with respect to formerly owned), any Materials Hazardous Substances in violation of, or which would reasonably be expected to result in liability under any, Environmental Law; (iii) no Company or Company Subsidiary has received any notice, demand letter, claim, notice of Environmental Concern in amounts violation, noncompliance letter or concentrations request for information from any Governmental Entity or under circumstances that constitute or constituted any third party relating to a violation of, or could give rise to liability under, any Environmental Law; (biv) no Group Member has received Company or Company Subsidiary is aware of subject to any notice of violationorder, alleged violationdecree, non-compliance, liability or potential liability regarding environmental matters injunction or compliance agreement with any Governmental Entity relating to liability under any Environmental Laws with regard Law or otherwise relating to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedHazardous Substance; (cv) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) there are no judicial proceeding or governmental or administrative action is Actions pending or, to the knowledge of Seller and the BorrowerCompanies, threatenedthreatened against any Company or any Company Subsidiary with respect to any Company, any Company Subsidiary or the Properties relating to any violation or alleged violation of or liability under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the BusinessLaw; (evi) there no Hazardous Substance or any waste has been no release disposed of, transferred, released or threat transported from any of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties during the time such Property was owned or otherwise in connection with the Businessoperated by any Company or any Company Subsidiary, in violation of or in amounts or in a manner that could give rise would reasonably be expected to result in liability under Environmental Laws; (f) the Properties and all operations at the Properties are in complianceunder, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the BusinessLaw; and (gvii) there have been no Group Member has assumed environmental investigations, studies, audits, tests, reviews or other analyses conducted by, in the possession of, or otherwise available to Seller, any liability of Company or any other Person under Environmental LawsCompany Subsidiary relating to any Company, any Company Subsidiary or any Real Property that have not been delivered to Buyer prior to the date hereof.

Environmental Matters. Except as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and properties owned, leased or operated by any the members of the Consolidated Group Member (the “Subject Properties”) do not containand all operations at the Subject Properties are in compliance with all applicable Environmental Laws, and have not there is no violation of any Environmental Law with respect to the Subject Properties or the businesses operated by the members of the Consolidated Group (the “Businesses”), and, to the knowledge of any Responsible Officer, there are no conditions relating to the Businesses or Subject Properties that could give rise to liability under any applicable Environmental Laws. (b) None of the Subject Properties contains, or, to the knowledge of any Responsible Officer, has previously contained, any Materials of Environmental Concern at, on or under the Subject Properties in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Laws. (bc) no None of the members of the Consolidated Group Member has received any written notice of, or is aware of inquiry from any notice of 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 Subject Properties or the business operated by any Group Member (the “Business”)Businesses, nor does any Responsible Officer of any member of the Borrower Consolidated Group have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofSubject Properties, or in a manner or to a location that could give rise to 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 Subject Properties or any other location, in each case by or on behalf any members of the Consolidated Group in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Responsible Officer, threatened, under any Environmental Law to which any member of the Consolidated Group Member is or will be named as a party with respect to the Properties or the Businessparty, 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 member of the Consolidated Group, the Subject Properties or the Business;Businesses. (ef) there There has been no release or or, threat of release of Materials of Environmental Concern at or from the Subject Properties, or arising from or related to the operations (including, without limitation, disposal) of any member of the Consolidated Group Member in connection with the Subject Properties or otherwise in connection with the BusinessBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas set forth in Section 3.18 of the Seller Disclosure Schedule, in with respect to the aggregateSeller Assets, could not reasonably be expected to have a Material Adverse EffectSeller and each Seller Subsidiary: (a) has not been notified that it is potentially liable under, has not received any request for information or other correspondence concerning its potential liability with respect to any site or facility under, and, to Seller's knowledge, is not a "potentially responsible party" under, the facilities Comprehensive Environmental Response, Compensation and properties ownedLiability Act of 1980, leased or operated by any Group Member (as amended, the “Properties”) do not containResource Conservation Recovery Act, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofas amended, or could give rise any similar state law; (b) has not entered into or received any consent decree, compliance order or administrative order issued pursuant to liability under, any Environmental Law; (bc) no Group Member has received is not a party in interest or is aware in default under any judgment, order, writ, injunction or decree of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard Final Order issued pursuant to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action to Seller's knowledge, is pending orin compliance in all material respects with all Environmental Laws, has obtained all Environmental Permits required under Environmental Laws, and, to Seller's knowledge, is not the knowledge subject of the Borrower, threatened, under or threatened with any Environmental Law to which Legal Action involving a demand for damages or other potential liability including any Group Member is or will be named as a party Lien with respect to the Properties material violations 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 material breaches of any Environmental Law with respect to the Properties or the BusinessLaw; (e) there has been no release knowledge of any past or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or present Event related to the operations Seller Business or the Seller Assets which Event, individually or in the aggregate, will interfere with or prevent continued material compliance with all Environmental Laws, or which, individually or in the aggregate, will form the basis of any Group Member in connection with material Claim for the Properties release or otherwise in connection with threatened release into the Businessenvironment, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;any Hazardous Material; and (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under does not own or about the Properties or violation of use any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Lawsunderground storage tank.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and except as disclosed on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties during the last five years or, to the knowledge of the Borrower, any prior time in violation of, or in a manner or to a location that could give rise to 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 Properties during the last five years or, to the knowledge of the Borrower, any prior time in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, during the past five years or, to the knowledge of the Borrower, any prior time, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years and, to the knowledge of the Borrower, any prior time, been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability by contract or, to the knowledge of the Borrower, operation of law, of any other Person under Environmental Laws.

Environmental Matters. Except as set forth on Schedule 6.05 under the heading “Environmental” and except as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) to the knowledge of the Loan Parties the facilities and properties owned, leased or operated by any Group Member Loan Party (as used in this Section 6.10, the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member Loan Party has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member Loan Party (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could would be reasonably be expected to give rise to liability under, any applicable Environmental Law, nor, to the knowledge of the Loan Parties, have Materials of Environmental Concern been transported or disposed of from the Properties in violation of, or in a manner or to a location that would reasonably be expected to give rise to liability under, any Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatenedthreatened in writing, under any Environmental Law to which any Group Member Loan Party is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other written orders, or other written administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member Loan Party in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws; (f) to the knowledge of the Loan Parties, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination that would reasonably be expected to give rise to liability under Environmental Laws at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Secured Loan Party has, and to the knowledge of Chrysler Group Member LLC, Chrysler Group LLC has not, assumed any liability of any other Person under Environmental LawsLaws which is expected to result in claims against or liabilities of any Loan Party.

Environmental Matters. Except asas could not, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the Real Property and facilities and properties currently, and, to the knowledge of any Loan Party, formerly owned, leased or operated by Holdings or any Group Member (the “Properties”) of its Subsidiaries do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations that have given rise to or under circumstances that constitute or constituted a violation of, or could would give rise to liability of Holdings or any of its Restricted Subsidiaries under, any Environmental Law; (b) no Group Member Loan Party has received or is aware of any written notice 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 Properties Real Property or facilities currently or formerly owned, leased or operated by Holdings or any of its Subsidiaries or the business operated by Holdings or any Group Member of its Restricted Subsidiaries (the “BusinessProperties”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been Released, transported or disposed of from the Properties by or on behalf of Holdings or any of its Restricted Subsidiaries in violation of, or in a manner or to a location that could has given rise to or would give rise to liability of Holdings or any of its Restricted Subsidiaries under, any Environmental Law, nor have any Materials of Environmental Concern been Released, generated, treated, stored or disposed of or stored at, on or under any of the Properties in violation of, or in a manner that could has given rise to or would give rise to liability of Holdings or any of its Restricted Subsidiaries under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatened, under any Environmental Law to which Holdings or any Group Member of its Restricted Subsidiaries is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;business operated by Holdings or any of its Restricted Subsidiaries; and (e) there has been no release Holdings, its Restricted Subsidiaries, the Real Property owned, leased or threat operated by Holdings or any of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties its Subsidiaries and all operations at the Properties such Real Property are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, . The representations and there is no contamination at, under or about warranties in this Section 5.17 are the Properties or violation sole representations and warranties of any Environmental Law the Loan Parties with respect to the Properties any environmental, health or the Business; and (g) no Group Member has assumed any liability safety matters, including those relating to Environmental Laws or Materials of any other Person under Environmental LawsConcern.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatenedthreatened in writing, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all applicable Environmental Laws, and except as set forth on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and properties owned, leased or operated by any Group Member Consolidated Party (the “Properties”) do not containand all operations at the Properties are in compliance with all applicable Environmental Laws, and have not there is no violation of any Environmental Law with respect to the Properties or the businesses operated by any Consolidated Party (the “Businesses”), and there are no conditions relating to the Businesses or Properties that could give rise to liability under any applicable Environmental Laws. (b) None of the Properties contains, or has previously contained, any Materials of Environmental Concern at, on or under the Properties in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Laws. (bc) no Group Member No Consolidated Party has received any written or is aware of verbal notice of, or inquiry from any notice of 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 Properties or the business operated by any Group Member (the “Business”)Businesses, nor does the Borrower any Consolidated Party have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofProperties, or in a manner or to a location that could give rise to 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 Properties or any other location, in each case by or on behalf of any Consolidated Party in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the BorrowerAirgas, threatened, under any Environmental Law to which any Group Member Consolidated Party is or will be named as a party with respect to the Properties or the Businessparty, 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 Consolidated Party, the Properties or the Business;Businesses. (ef) there There has been no release or or, threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of any Group Member Consolidated Party in connection with the Properties or otherwise in connection with the BusinessBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asTo Borrower’s knowledge, in the aggregate, could except as would not reasonably be expected to have result in a Property Material Adverse Effect (it being agreed that the presence of SAC Conditions shall not, in and of themselves, constitute a Property Material Adverse Effect:): (ai) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of No Hazardous Substances are located at, on on, in or under any of the Properties or have been handled, manufactured, generated, stored, processed, or disposed of at, on, in violation or under, or have been Released from, any of the Properties. Without limiting the foregoing, there is not present at, on, in or under any of the Properties, any PCB-containing equipment not maintained in compliance with Environmental Laws), asbestos or asbestos containing materials not maintained in compliance with Environmental Laws, underground storage tanks or surface impoundments for any Hazardous Substance not maintained in compliance with Environmental Laws, lead in drinking water (except in concentrations that comply with all Environmental Laws, or lead-based paint. There is no threat of any Release of any Hazardous Substance migrating to any of the Properties. (ii) Each Property is in compliance in all material respects with all Environmental Laws applicable to such Property (which compliance includes, but is not limited to, the possession of, or and compliance with, all environmental, health and safety permits, approvals, licenses, registrations and other governmental authorizations required in a manner that could give rise to liability under, any applicable connection with the ownership and operation of such Property under all Environmental Law; (d) no judicial proceeding or governmental or administrative action Laws). No Environmental Claim is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to any of the Properties or the BusinessProperties, nor is any threatened, 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 Borrower or any of the Properties or the Business;Properties. (eiii) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection No Liens are presently recorded with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, appropriate land records under or about the Properties or violation of pursuant to any Environmental Law with respect to any of the Properties or and, to Borrower’s knowledge, no Governmental Authority has been taking any action to subject any of the Business; andProperties to Liens under any Environmental Law. (giv) There are no Group Member has assumed Phase I Environmental Reports completed within the last two years months in the possession of Borrower in relation to any liability of any other Person under Environmental Lawsthe Properties that have not been made available to Lender.

Environmental Matters. Except as, in the aggregateaggregate (excluding matters set forth on Schedule 5.17 to the extent described therein), could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “"Business”"), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law, result in costs to the Borrower, or impair the value of the Properties; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law, result in costs to the Borrower, or impair the value of the Properties; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law or relating to Materials of Environmental Concern to which any Group Member is or will be named as a party 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 or relating to Materials of Environmental Concern with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws, result in costs to the Borrower, or impair the value of the Properties; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed assumed, by contract or by operation of law, any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Except as described in Schedule 2.22: (i) the facilities properties, operations and properties owned, leased activities of the Partnership are and at all times have been in compliance with all applicable Environmental Laws in all respects; including without limitation by having all Licenses required to be obtained or operated filed by the Partnership under any Group Member (Environmental Law in connection with any aspect of the “Properties”) do not containoperation of the Business, and have not previously contained, the Partnership is in compliance with the terms and conditions of all such Licenses; (ii) none of the Real Property contains any Materials of Environmental Concern Hazardous Material in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with exceeding the levels permitted by applicable Environmental Laws with regard to any as a result of the Properties Partnership's operations or activities or, to the business operated by Knowledge of the Seller or Xxxxxx, for any Group Member other reason; (iii) during the “Business”)past five years, nor does the Borrower have knowledge Partnership has not received any notices, demand letters or reason to believe requests for information from any Governmental Entity or other Person indicating that any such notice will the Partnership may be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability liable under, any Environmental Law, nor or relating to any of its current or former assets; (iv) except with respect to matters that have been fully resolved with no continuing Liability to the Partnership, no reports have been filed, or are required to be filed, by (or relating to) the Partnership concerning any Materials release of any Hazardous Material or the threatened or actual violation of any Environmental Concern Law; (v) no Person or property has been generatedexposed to Hazardous Material, treatedand no Hazardous Material has been disposed of, stored released or disposed transported, in violation of atany applicable Environmental Law to or from any Real Property or as a result of any activity of the Partnership; (vi) there have been no environmental investigations, studies, audits, tests, reviews or other analyses regarding compliance or noncompliance with any Environmental Law conducted by or on behalf of, or which are in the possession of, the Partnership or the Seller relating to the Business or the activities of the Partnership or any of the Real Property that have not been delivered to the Buyers prior to the Effective Date; (vii) there are no underground storage tanks on, in or under any of the Properties in violation ofReal Property, and no underground storage tanks have been closed or in a manner that could give rise to liability under, removed from any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; Real Property; (eviii) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about asbestos present in any of the Properties or Real Property in violation of any Environmental Law Law, (ix) neither the Partnership nor any of its assets is subject to any Liabilities relating to any suit, settlement, Law, judgment or claim asserted or arising under any Environmental Law; (x) the Partnership has satisfied and is currently in compliance with respect all financial responsibility requirements applicable to its operations and imposed by any Governmental Entity under any Environmental Laws; and (xi) there are no environmental conditions either (A) existing on the Properties Partnership's property or (B) resulting from the Business; and (g) no Group Member has assumed Partnership's operations or activities, whether past or present, that would give rise to any liability of on-site or off-site remediation obligations under any other Person under Environmental Laws. (b) As used herein, "Environmental Law" means any applicable Laws, License or agreement with any Governmental Entity relating in any manner to Hazardous Materials, pollution, contamination, or the protection of the environment enacted or in effect in any and all jurisdictions in which the Partnership owns property or conducts the Business.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Group Member have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and except as set forth on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and except as set forth on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas set forth in Schedule 3.13, to the --------------------- knowledge of the Borrower, each of the representations and warranties set forth in paragraphs (a) through (e) of this subsection is true and correct with respect to each parcel of real property owned or operated by the aggregateBorrower (the "Properties"), could except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) The Properties do not contain, and have not previously contained, in, on, or under, including, without limitation, the soil and groundwater thereunder, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any which violate Environmental Law;Laws. (b) The Properties and all operations and facilities at the Properties are in compliance with Environmental Laws, and there is no Group Member has received Materials of Environmental Concern contamination or is aware violation of any Environmental Law which would materially interfere with the continued operation of any of the Properties or materially impair the fair saleable value of any thereof. (c) As of the Closing Date, the Borrower has not received any written complaint, notice of violation, alleged violation, non-compliance, investigation or advisory action or of potential liability or of potential liability responsibility regarding environmental matters a violation of Environmental Law or permit compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”)Properties, nor does is the Borrower have knowledge or reason to believe aware that any Governmental Authority is contemplating delivering to the Borrower any such notice will be received or is being threatened;notice. (cd) Materials of Environmental Concern have not been transported or generated, treated, stored, disposed of from the Properties in violation of, at, on or in a manner or to a location that could give rise to liability under, under any Environmental Lawof the Properties, nor have any Materials of Environmental Concern been generated, treated, stored or disposed transferred from the Properties to any other location except in either case in the ordinary course of at, on or under any business of the Properties Borrower and in violation of, or in a manner that could give rise to liability under, any applicable material compliance with all Environmental Law;Laws. (de) There are no governmental, administrative actions or judicial proceeding proceedings pending or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, contemplated under any Environmental Law Laws to which any Group Member the Borrower is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat any of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas could not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Credit Parties or any Group Member of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law;. (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no Group Member has received contamination at, under or is aware about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”). (c) Neither the Credit Parties nor their Subsidiaries have received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding on behalf of any Credit Party with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by any Group Member (the “Business”), nor does do the Borrower Credit Parties or their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, on behalf of any Credit Party under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability on behalf of any Credit Party under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany and its Subsidiaries, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party 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 the Properties or the Business;. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation on behalf of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person Credit Party under Environmental Laws.

Environmental Matters. Except aswhere the failure to do so (or, as applicable, the occurrence or existence of such event, condition or circumstances) could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities Each Loan Party and properties owned, leased or operated by any Group Member (the “Properties”) do not containits Restricted Subsidiaries, and have not previously containedall of their respective Properties, assets, and operations, are in compliance with all Environmental Laws. No Loan Party is aware of, nor has any Loan Party received notice of, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofpast, present, or could give rise to liability underfuture conditions, any events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of each Loan Party and its Restricted Subsidiaries with all Environmental LawLaws; (b) no Group Member Each Loan Party and its Restricted Subsidiaries has received or is aware of any notice of violationobtained all permits, alleged violationlicenses, non-complianceand authorizations that are required under applicable Environmental Laws, liability or potential liability regarding environmental matters or and all such permits are in good standing and each Loan Party and its Restricted Subsidiaries are in compliance with Environmental Laws with regard to all of the terms and conditions of such permits; (c) No Hazardous Materials exist on, about, or within, or have been used, generated, stored, transported, disposed of on, or Released from, any of the Properties or the business operated by assets of any Group Member (the “Business”), nor does the Borrower have knowledge Loan Party or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties its Restricted Subsidiaries in violation of, or in a manner or to a location that could give rise to liability of a Loan Party under, any applicable Environmental LawLaws. The use which each Loan Party and its Restricted Subsidiaries make and intend to make of their respective Properties and assets will not result in the use, nor have generation, storage, transportation, accumulation, disposal, or Release of any Materials of Environmental Concern been generatedHazardous Material on, treatedin, stored or disposed of at, on or under from any of the their Properties or assets in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (d) no Neither any Loan Party nor any of its Restricted Subsidiaries nor any of their respective currently or previously owned or leased Properties or operations is subject to any outstanding or threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business(i) any failure to comply with Environmental Laws, nor are there (ii) any consent decrees or other decrees, consent orders, administrative orders or other ordersRemedial Action, or other administrative or judicial requirements outstanding under (iii) any Environmental Law with respect to the Properties Liabilities arising from a Release or the Businessthreatened Release; (e) there has been There are no release conditions or threat of release of Materials of Environmental Concern at circumstances associated with the currently or from the Properties, previously owned or arising from leased Properties or related to the operations of any Group Member in connection with the Properties Loan Party or otherwise in connection with the Business, in violation any of or in amounts or in a manner its Restricted Subsidiaries that could reasonably be expected to give rise to liability any Environmental Liabilities; (f) Neither any Loan Party nor any of its Restricted Subsidiaries is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable provision of state Law. Each Loan Party and its Restricted Subsidiaries are in compliance with all applicable financial responsibility requirements of all Environmental Laws; (fg) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all Neither any Loan Party nor any of its Restricted Subsidiaries has filed or failed to file any notice required under applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Businessreporting a Release; and (gh) no Group Member No Lien arising under any Environmental Law has assumed attached to any liability Property or revenues of any other Person under Environmental LawsLoan Party or any of its Restricted Subsidiaries.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could is reasonably likely to give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties currently or formerly owned, leased or operated by any Group Member (the “Group Member Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) no Group Member has received or nor is aware of any claim, demand, notice of violation, alleged violationnoncompliance, non-compliance, liability or actual or potential liability regarding environmental matters or compliance with respect to any Environmental Laws with regard to any of the Properties or the business operated by relating to any Group Member (the “Business”)Member, nor does the Borrower have knowledge or reason to believe that any such claim, demand or notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties by any Group Member or, to the Borrower’s knowledge, by any other person in violation of, or in a manner or to a location that could reasonably be expected to give rise to 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 Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessrelating to any Group Member; (e) there has been no release Release or threat of release Release of Materials of Environmental Concern at at, on, under or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Businessotherwise, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) each Group Member, the Properties and all operations at the Properties are in compliance, and and, to the Borrower’s knowledge, have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws, nor is any Group Member paying for or conducting , in whole or in part, any response or other corrective action to address any Materials of Environmental Concern at any location pursuant to any Environmental Law.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Group Member has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have has any Materials of Environmental Concern been Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or Properties arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and except as set forth on Schedule 4.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas could not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties The Properties owned, leased or operated by the Credit Parties or any Group Member (the “Properties”) of their Subsidiaries do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law;. (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no Group Member has received contamination at, under or is aware about the Properties or violation of any Environmental Law with respect to the Properties. (c) Neither the Credit Parties nor their Subsidiaries have received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding on behalf of any Credit Party with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by any Group Member (the “Business”)Properties, nor does do the Borrower Credit Parties or their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, on behalf of any Credit Party under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability on behalf of any Credit Party under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which any Group Member Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Properties. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the BusinessProperties, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation on behalf of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person Credit Party under Environmental Laws.

Environmental Matters. Except as, as disclosed in the aggregate, could not reasonably be expected to have a Material Adverse EffectSchedule 5.16: (a) Each of the facilities and properties owned, leased or operated by any Group Member the Credit Parties (the “"Company Properties”") do not containand all operations at the Company Properties are in compliance in all material respects with all applicable Environmental Laws, and have not there is no violation of any Environmental Law with respect to the Company Properties or the businesses operated by the Credit Parties (the "Businesses"), and there are no conditions or circumstances relating to the Businesses or Company Properties or any former facilities, properties or businesses of the Credit Parties that could give rise to liability of any Credit Party under any applicable Environmental Laws or under any agreement or other instrument pursuant to which any Credit Party has agreed or is required to indemnify any Person against any such liability. (b) None of the Company Properties contains, or has previously contained, any Materials of Environmental Concern at, on or under the Company Properties in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability of any Credit Party under, Environmental Laws or under any Environmental Law;agreement or other instrument pursuant to which any Credit Party has agreed or is required to indemnify any Person against any such liability. (bc) no Group Member No Credit Party has received any written or is aware of verbal notice of, or inquiry from any notice of Governmental Authority regarding, any violation, alleged violation, non-compliancenoncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Company Properties or the business operated by any Group Member (the “Business”)Businesses, nor does the Borrower any Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofCompany Properties, or in a manner or to a location that could give rise to 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 Company Properties or any other location, in each case by or on behalf of any Credit Party in violation of, or in a manner that could give rise to liability of any Credit Party under, any applicable Environmental Law;Law or under any agreement or other instrument pursuant to which any Credit Party has agreed or is required to indemnify any Person against any such liability. (de) no No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any Group Member Credit Party is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, other decrees or orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Credit Parties, the Company Properties or the Business;Businesses. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Company Properties, or arising from or related to the operations (including disposal) of any Group Member Credit Party in connection with the Company Properties or otherwise in connection with the BusinessBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there Laws or under any agreement or other instrument pursuant to which any Credit Party has agreed or is no contamination at, under or about the Properties or violation of required to indemnify any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed Person against any liability of any other Person under Environmental Lawssuch liability.

Environmental Matters. Except as, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Parent Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Parent Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asfor events or circumstances that could not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties Properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give have given rise to liability under, any Environmental Law;. (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does do Parent or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Parent and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business;. (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;. (f) the Properties and all operations at the Properties are in compliance, and, to the knowledge of Parent and the Borrower, have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and. (g) no Group Member has assumed any liability of any other Person under Environmental Laws, other than as a result of a merger or consolidation of such Person into a Group Member or in connection with an asset acquisition, and then only with respect to the acquired assets, in each case where the transaction did not result in the assumption of any known liabilities.

Environmental Matters. Except (i) as may be disclosed on Schedule 4.16. or (ii) as, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member of Holdings, the Borrower, or their respective Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member none of Holdings, the Borrower, or their respective Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member of them (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member of Holdings, the Borrower, or their respective Subsidiaries is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except asas would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by Holdings, the Borrower or any Group Member of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental LawLaws; (b) no Group Member neither Holdings, the Borrower nor any of its Subsidiaries has received or is aware of any violation, notice of violation, alleged violation, non-compliance, demand, claim, pending investigation, allegation that may lead to a claim or demand, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by Holdings, the Borrower or any Group Member of its Subsidiaries (the “Operating Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental LawLaws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties or any other property in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law Laws to which Holdings, the Borrower or any Group Member Subsidiary is or will be named as a party with respect to the Properties or the Operating 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 Laws with respect to the Properties or the Operating Business; (e) there has been no release Release or threat of release Release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings, the Borrower or any Group Member Subsidiary in connection with the Properties or otherwise in connection with the Operating Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have to the best knowledge of Holdings and the Borrower in the last five years have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and; (g) no Group Member neither Holdings, the Borrower nor any of its Subsidiaries has assumed any liability of any other Person under Environmental Laws; (h) neither Holdings, the Borrower, nor any of its Subsidiaries are currently obligated under any existing Environmental Laws to incur any material capital expenditure within the period of two years commencing on the Closing Date to maintain compliance with Environmental Laws with respect to current operations; and (i) Holdings, the Borrower, and any Subsidiaries, possess and are, and have always possessed and been, in material compliance with the terms and conditions of all Permits, licenses and like authorizations required by applicable Environmental Laws.

Environmental Matters. Except as, in the aggregateaggregate (excluding matters set forth on Schedule 5.17 to the extent described therein), could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the U.S. Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the U.S. Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as, as set forth in Section 5.20 of the aggregate, could Disclosure Letter or as would not reasonably be expected to have a Material Adverse Effectbe, individually or in the aggregate, material: (a) No notice, notification, demand, request for information, citation, summons or Order has been delivered to, no complaint has been filed, no penalty has been assessed and no Action is pending or, to the facilities Knowledge of the Seller, threatened by any Person to, against or concerning the Transferred Business and properties relating to or arising out of any Environmental Law or Environmental License. (b) To the Knowledge of the Seller, there are no Liabilities of or relating to the Transferred Business of any kind whatsoever, including those relating to off-site disposal of or human exposure to Hazardous Substances, arising under or relating to any Environmental Law or Environmental License, and, to the Knowledge of the Seller, there are no facts, conditions, situations or set of circumstances that could result in or be the basis for any such Liability. (c) The Transferred Business is and has been in compliance with all applicable Environmental Laws and has obtained and is and has been in compliance with all Environmental Licenses. Such Environmental Licenses are valid and in full force and effect and will not be terminated or impaired or become terminable, in whole or in part, as a result of, and are freely transferable in connection with, the Contemplated Transactions. (d) There has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to the current or prior business of the Business or any property owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials Business that is in the possession or control of Environmental Concern in amounts the Seller or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe its Affiliates that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have has not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, delivered to the knowledge of the BorrowerBuyer or its representatives, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect prior 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Lawsdate hereof.

Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities operations of the Company is in compliance with all applicable Environmental Laws and properties ownedall Licenses and Permits issued pursuant to the Environmental Laws or otherwise; (b) the Company has obtained all Licenses and Permits required to operate its business in compliance with all applicable Environmental Laws; (c) the operations of the Company have not resulted in Releases of Hazardous Material into the environment; (d) the Company is not the subject of any outstanding Court Order or Contract, leased nor, to the Knowledge of the Company, is it threatened to be the subject of any Court Order or operated by Contract, with any Group Member Governmental Authority respecting (the “Properties”i) do not containcompliance with Environmental Laws, (ii) Remedial Action, or (iii) any Release or threatened Release of a Hazardous Material, and have the Company has not previously contained, received any Materials written communication alleging that the Company may be in violation of any Environmental Concern in amounts Law or concentrations any License or under circumstances that constitute or constituted a violation ofPermit issued pursuant to Environmental Law, or could give rise to may have any liability under, under any Environmental Law; (be) there are no Group Member has received investigations of the Business, or is aware currently or previously owned, operated or leased property of the Company pending or, to the Knowledge of the Company, threatened which alleges any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard other obligation pursuant to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to 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 Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (df) no judicial proceeding Hazardous Substances have been or governmental are being generated, used, processed, treated, stored, released, transported or administrative action is pending ordisposed of by the Company, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party except in compliance 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 the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under applicable Environmental Laws; (fg) to the Properties and all operations at Company's knowledge, no Person who has owned, leased, occupied or used any real property now or previously owned, leased, occupied or used by the Properties are in complianceCompany generated, and have in the last five years been in complianceused, with all applicable Environmental Lawsprocessed, and there is no contamination attreated, under stored, released or about the Properties or violation disposed of any Environmental Law with respect to the Properties or the BusinessHazardous Substances on such property; and (gh) to the Company's knowledge, no Group Member has assumed underground storage tanks are located on any liability of any other Person under Environmental Lawsreal property owned, leased, occupied or used by the Company.