Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (aA) the facilities and The properties owned, leased or operated by each Guarantor now or in the Borrower and the Significant Subsidiaries (the “Properties”) 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 (1) constitute or constituted a material violation of, of applicable Environmental Laws or (2) could give rise to a material liability under, any under applicable Environmental LawLaws; (bB) neither Each Guarantor 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 contamination at, under or about such properties or such operations which could reasonably interfere with the Borrower nor any Significant Subsidiary continued operation of such properties or impair the fair saleable value thereof; (C) No Guarantor 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 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 the Borrower and the Significant Subsidiaries (the “Business”)potential liability could reasonably be expected to have a Material Adverse Effect, any other Person, nor does the Borrower any Guarantor 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 of any Guarantor 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; (dE) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrowerany Guarantor, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary such Guarantor 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 such Guarantor or the Business;such properties or such operations; and (eF) there There has been no release release, or to the best of any Guarantor's knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by such Guarantor, now or in the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as for matters expressly and specifically set forth in the Environmental Reports or the Property Condition Reports or matters disclosed in Schedule 7.09 or Schedule 8.11 attached hereto, to the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectBorrower’s knowledge: (a) the facilities and properties owned, leased or operated by the The Borrower and each Project is in compliance with all applicable Environmental Laws, except where the Significant Subsidiaries (the “Properties”) do failure to comply with such laws is not contain, and have not previously contained, any Materials of Environmental Concern reasonably likely to result in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Material Adverse Effect. (b) neither There is no Environmental Claim of which the Borrower nor any Significant Subsidiary has received written notice pending, or is aware to the Borrower’s knowledge, threatened in writing, and no penalties arising under Environmental Laws have been assessed, against the Borrower, any Project or, to the Borrower’s knowledge, against any Person whose liability for any Environmental Claim the Borrower or the Borrower’s Member has or may have retained or assumed either contractually or by operation of law, and the Borrower has received no written notice of any notice of violation, alleged violation, non-compliance, liability investigation 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 and the Significant Subsidiaries (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 review which is pending or, to the knowledge of the Borrower, threatenedthreatened in writing by any Governmental Authority, under citizens group, employee or other Person with respect to any alleged failure by the Borrower, the Borrower’s Member or any Project to have any environmental, health or safety permit, license or other authorization required under, or to otherwise comply with, any Environmental Law or with respect to which any alleged liability of the Borrower or the Borrower’s Member for any Significant Subsidiary is Use or will Release of any Hazardous Substances. (c) There have been no past, and there are no present, Releases of any Hazardous Substance that could reasonably be named as a party with respect anticipated to form the basis of any Environmental Claim against the Borrower, the Borrower’s Member, any Project or, to the Properties knowledge of the Borrower, against any Person whose liability for any Environmental Claim the Borrower or the BusinessBorrower’s Member has or may have retained or assumed either contractually or by operation of law. (d) To the Borrower’s knowledge, nor are there is no Release of Hazardous Substances migrating to any consent decrees Project which could require Remediation or other decreesrequire the Borrower to provide notice to any Governmental Authority. (e) There is not present at, consent orderson, administrative orders in or other ordersunder any Project, PCB-containing equipment, asbestos or asbestos containing materials, underground storage tanks or surface impoundments for Hazardous Substances, lead in drinking water (except in concentrations that comply with all Environmental Laws), or other administrative lead-based paint (except in compliance with all applicable Environmental Laws). (f) No Liens are presently recorded with the appropriate land records under or judicial requirements outstanding under pursuant to any Environmental Law with respect to any Project and, to the Properties or the Business; (e) there Borrower’s knowledge no Governmental Authority has been no release taking or threat is in the process of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or taking any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner action that could give rise subject any Project to liability Liens 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; andLaw. (g) neither The Borrower has provided to the Borrower nor any Significant Subsidiary has assumed any liability Administrative Agent’s environmental consultant prior to the Closing Date true and correct copies of any all materials, environmental reports and other Person under Environmental Lawsdocuments pertaining to the Projects requested by the consultant and in the Borrower’s possession or control.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effectset forth on Schedule 5.17: (a) To the facilities and properties ownedbest knowledge of the Borrower, leased or operated by the Borrower and the Significant Subsidiaries (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 (i) constitute or constituted a violation of, or could (ii) give rise to liability under, any Environmental Law;, except in either case insofar as such violation or liability, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (b) neither To the best knowledge of the Borrower, the Properties and all operations at the Properties are in compliance, and have in the period commencing six months prior to the date hereof been in compliance, in all material respects 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 Borrower or any of its Subsidiaries or any Joint Venture (the "Business") which could materially interfere with the continued operation of any material Property or which could reasonably be expected to have a Material Adverse Effect. (c) Neither the Borrower nor any Significant Subsidiary of its Subsidiaries nor, to the best knowledge of the Borrower, any Joint Venture 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 and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;threatened except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that is or could reasonably be expected to result in the payment of a Material Environmental Amount. (cd) To the best knowledge of the Borrower, 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 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;Law except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Subsidiary, or, to the best knowledge of the Borrower, any Joint Venture, 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;Business except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (ef) To the best knowledge of the Borrower, 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 Significant Subsidiary or any Joint Venture, 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 Laws except insofar as any such violation or liability referred to in compliancethis paragraph, and have or any aggregation thereof, could not reasonably be expected to result in the last five years been in compliance, with all applicable payment of a Material 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; andAmount. (g) neither There are no Liens arising under or pursuant to any Environmental Laws on any of the Borrower nor real properties or properties owned or leased by any Significant Subsidiary has assumed Loan Party, and no government actions have been taken or are in process which could subject any liability of such properties to such Liens and no Loan Party would be required to place any notice or restriction relating to the presence of Hazardous Materials at any properties owned by it in any deed to such properties. (h) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are in the possession of any other Person under Environmental LawsLoan Party in relation to any properties or facility now or previously owned or leased by any Loan Party which have not been made available to the Lenders.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as disclosed in of the Exchange Act Documents or asClosing 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: (ai) To the facilities best knowledge of, respectively, the General Partner or the Borrower, the Projects of such entity and properties owned, leased or operated by the Borrower and the Significant 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 constitute or constituted a violation of, or could reasonably give rise to liability under, Environmental Laws. In making this statement, General Partner and Borrower are assuming (except to the extent that either of them has actual knowledge to the contrary) that any Person handling any Materials of Environmental Concern at any Project will do so in a reasonable manner and in accordance with all legal requirements. (ii) To the best knowledge of such entity, the Projects of such entity and its Subsidiaries and all operations at the Projects are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Projects of such entity and its Subsidiaries, or violation of any Environmental Law;Law with respect to the Projects of such entity and its Subsidiaries. (biii) neither the Borrower Neither it nor any Significant Subsidiary of its Subsidiaries has received or is aware of from any governmental authority 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 and the Significant Subsidiaries (the “Business”)Projects, nor does the Borrower it have knowledge or reason to believe that any such notice will be received or is being threatened;, nor has any proceeding been brought or complaint filed by any party alleging any such violation, non-compliance, liability or potential liability. (civ) To the best knowledge of such entity, Materials of Environmental Concern have not been transported or disposed of from the Properties Projects of such entity and its Subsidiaries 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 Projects of such entity and its Subsidiaries in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Laws. (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrowersuch entity, threatened, under any Environmental Law to which the Borrower such entity or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the BusinessProjects of such entity and its Subsidiaries, nor to Borrower’s knowledge are there any consent decrees or other decrees, consent orders, administrative orders order or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Projects of such entity and its Subsidiaries. (evi) To the best knowledge of such entity, there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesProjects of such entity and its Subsidiaries, or arising from or related to the operations of the Borrower or any Significant Subsidiary such entity and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, Projects 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents set forth on Schedule 3.16 or as, in the aggregate, could as to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: , (a) the facilities Borrower Parties and properties ownedeach of the Restricted Subsidiaries is in compliance with all Environmental Laws (including having obtained all permits, leased or operated by the Borrower licenses and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or other approvals required under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; Law for the operation of its business as currently conducted and being in compliance with the terms of such permits, licenses and other approvals), (b) neither the Borrower Parties nor any Significant 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 and the Significant Restricted Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such has received notice will be received of or is being threatened; (c) Materials of Environmental Concern have not been transported subject to any pending, or disposed of from to the Properties in Borrower’s knowledge, threatened action, suit or proceeding alleging a violation of, or in a manner or to a location that could give rise to liability under, any Environmental LawLaw that remains outstanding or unresolved, nor have any Materials (c) to the Borrower’s knowledge, there is and has been no Release or threatened Release of Environmental Concern been generated, treated, stored or disposed of Hazardous Material at, on or under any property currently or formerly owned, operated or leased by the Borrower Parties or any of the Properties Restricted Subsidiaries and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Borrower Parties or any of the Restricted Subsidiaries and transported to or Released at any location which, in violation ofeach case, described in this clause (c), would reasonably be expected to result in liability to the Borrower Parties or in a manner that could give rise to liability under, any applicable Environmental Law; the Restricted Subsidiaries and (d) there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to agreements in which the Borrower Parties or any Significant 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 Restricted Subsidiaries has expressly assumed or undertaken responsibility for any Significant Subsidiary in connection with the Properties known or otherwise in connection with the Business, in violation of reasonably likely liability 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) neither the Borrower nor any Significant Subsidiary has assumed any liability obligation of any other Person person arising under or relating to Environmental LawsLaws or any Hazardous Materials.

Environmental Matters. Except as disclosed in the Exchange Act Documents could not reasonably be expected, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:, (ai) the facilities and properties owned, leased or operated by the Borrower and its Subsidiaries now or in the Significant Subsidiaries (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 (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) the Borrower, each of its Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) neither the Borrower nor any Significant Subsidiary 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 Environmental Claims, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any of its Subsidiaries 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 the Borrower 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 liability under, any applicable Environmental LawLaws; (dv) 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 the Borrower or any Significant Subsidiary of its Subsidiaries 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, any Subsidiary or the Business;such properties or such operations; and (evi) there has been no release release, or to the Borrower’s knowledge after due inquiry, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each Specified Business, the facilities and properties owned, leased or operated by the Borrower Owned Real Property and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern Transferred Assets are 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) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance in all material respects with all applicable Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (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) Permits and there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant 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 material Liabilities under any Environmental Law with respect to any Specified Business, the Properties Owned Real Property or the Transferred Assets. (b) As of the date hereof, none of Seller or any of its Affiliates (nor, to Seller’s Knowledge, any predecessor in interest) has received from any Person any notice, demand, claim, letter, citation, summons, order or request for information, relating to any material violation or alleged violation of, or any material Liability under, any Environmental Law in connection with or affecting any Specified Business;, the Owned Real Property or the Transferred Assets. (c) There are no material complaints filed, penalties assessed, writs, injunctions, decrees, orders or judgments outstanding, or any material actions, suits, proceedings or investigations pending or, to Seller’s Knowledge, threatened, relating to compliance with or Liability under any Environmental Law affecting any Specified Business, the Owned Real Property or the Transferred Assets. (d) There are no underground storage tanks, asbestos-containing materials, lead-based products or polychlorinated biphenyls on, at or under any of the Owned Real Property or Transferred Assets other than in compliance in all material respects with all Environmental Laws; provided, that, solely for purposes of Section 6.2(a), this Section 3.12(d) shall be deemed to exclude any such items of which Seller does not have Knowledge. (e) None of the Owned Real Property or the Transferred Assets nor any property to which Hazardous Substances located on or resulting from the use of any Owned Real Property or Transferred Assets have been transported, nor any property to which Seller has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to Seller’s Knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup. (f) All material Environmental Permits Related to any Specified Business, the Owned Real Property or the Transferred Assets are valid, are in full force and effect, are transferable and, except as would not, individually or in the aggregate, reasonably be expected to be material, will not be terminated or impaired or become terminable as a result of the transactions contemplated hereby. (g) As of the date hereof, there has been no release material environmental investigation, study, audit, test, review or threat other analysis conducted of release of Materials of Environmental Concern which Seller has Knowledge in relation to any Owned Real Property or the Transferred Assets which has not been delivered to Buyer at or from the Properties, or arising from or related least ten days prior to the operations of the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsdate hereof.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as disclosed in of the Exchange Act Documents or asAgreement Execution 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 the Borrower, leased or operated by the Projects of the Borrower and the Significant 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 constitute or constituted a violation of, or could reasonably give rise to liability of the Borrower or any Subsidiary under, any Environmental Law;Laws. (b) neither To the best knowledge of the Borrower, (i) the Projects of the Borrower and its Subsidiaries and all operations at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Borrower and/or its Subsidiaries (x) for at least two (2) years, have in the last two years, or (y) for less than two (2) years, have for such period of ownership, been in compliance in all material respects with all applicable Environmental Laws. (c) Neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries (the “Business”)Projects, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties Projects of the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could reasonably give rise to liability of the Borrower or any Subsidiary 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 Projects of the Borrower and its Subsidiaries in violation of, or in a manner that could give rise to liability of the Borrower or any Subsidiary 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 Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or Projects of the BusinessBorrower and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative orders order or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or Projects of the Business;Borrower and its Subsidiaries. (ef) To the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesProjects of the Borrower and its Subsidiaries, or arising from or related to the operations of the Borrower or any Significant Subsidiary and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, Projects 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as previously disclosed to Lessor in the Exchange Act Documents Environmental Reports or as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect: (ai) no Leased Property (including soils, surface waters and ground waters on, at or under the facilities and properties ownedrelated Site or such structures) contains, leased nor is any Leased Property otherwise adversely affected by, and, to the Lessee’s knowledge, no Leased Property has previously contained or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously containedbeen adversely affected by, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, an Environmental Violation or (B) could give rise to any liability under, any or obligation under applicable Environmental LawLaws; (bii) neither each Leased Property and all operations conducted in connection therewith are in material compliance, and have been in material compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about any Site and there was and has been no Release of Hazardous Materials from, to, at, under or about any Site or from such operations of Improvements; (iii) Lessee has obtained, is in compliance with, and has made all appropriate filings for issuance or renewal of, all Environmental Permits required for the Borrower nor any Significant Subsidiary has received or is aware then current status of any Leased Property and all such Environmental Permits are in full force and effect; (iv) Lessee has not received any written notice of violation, alleged violation, non-compliancenoncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard respect to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), Leased Property nor does the Borrower Lessee have knowledge or reason to believe that any such notice will be received or is being threatened;; and (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; (dv) no judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, Lessee threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is Lessee has been 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 any Leased Property 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 Significant 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 Lessee with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsthereto.

Environmental Matters. Except as disclosed in the Exchange Act Documents to matters which could not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) now 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 under, any under applicable Environmental LawLaws; (bii) the Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) neither the Borrower nor any Significant Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the 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 to or from the Properties properties owned, leased or operated by the Borrower 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 liability under, any applicable Environmental LawLaws; (dv) 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 the Borrower or any Significant 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 Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) 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 the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and properties owned, leased all past and current operations at or operated by from the Borrower and the Significant Subsidiaries (the “Properties”) do not containFacilities are in compliance with all applicable Environmental Laws, and have not there is no violation of any Environmental Law with respect to the Facilities or the Loan Party’s or any Subsidiary’s operations, and there are no conditions relating to the Facilities or the Loan Party’s or any Subsidiary’s operations that could give rise to liability or obligation under any applicable Environmental Laws. (b) None of the Facilities contains or has previously containedcontained any Hazardous Substances at, any Materials of Environmental Concern 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, Environmental Laws. (c) Each Loan Party and each of its Subsidiaries has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law;Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each Loan Party and each of its Subsidiaries is in compliance with all terms and conditions thereof. (bd) neither the Borrower nor No Loan Party and no Subsidiary of any Significant Subsidiary Loan Party has received or is aware reasonably anticipates the issuance of any written or verbal notice of of, or inquiry from, or agreement with, any federal, state or local governmental authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with arising under Environmental Laws with regard to any of the Properties Facilities or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Loan Party’s or any Subsidiary’s operations, nor does the Borrower any Loan Party or any Subsidiary of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened;. (ce) Materials of Environmental Concern Hazardous Substances 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 or any other location, in each case by or on behalf of any Loan Party or any Subsidiary of any Loan Party, or arising from any Loan Party’s or any Subsidiary’s operations, in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law;. (df) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerLoan Parties and their respective Subsidiaries, threatened, under any Environmental Law to which the Borrower any Loan Party or any Significant Subsidiary of its 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 any Loan Party or any Subsidiary, the Properties Facilities or the Business;Loan Parties’ or any Subsidiary’s operations. (eg) there There has been no release or threat of release of Materials of Environmental Concern Hazardous Substances at or from the PropertiesFacilities, or arising from or related to the operations (including disposal) of the Borrower any Loan Party or any Significant Subsidiary in connection with the Properties Facilities or otherwise in connection with the BusinessLoan Parties’ or any Subsidiary’s operations, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;. (fh) the Properties No Loan Party and all operations at the Properties no Subsidiary of any Loan Party has any underground storage tanks that are in compliance, and have in the last five years been in compliance, with all not properly registered or permitted under applicable Environmental LawsLaws or that at any time have released, and there is no contamination atleaked, under disposed of or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsotherwise discharged Hazardous Substances.

Environmental Matters. Except insofar as disclosed in any exception to any of the Exchange Act Documents following, or asany aggregation of such exceptions, in the aggregate, could is not reasonably be expected likely to have result in a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated Holdings, by the Borrower and the Significant or any 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 applicable Environmental Law;. (b) neither None of Holdings, the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries (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 which could reasonably be expected to give rise to liability 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 in violation of, or in a manner that could reasonably be expected to 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 Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any Significant Subsidiary is or or, to the knowledge of the Borrower, will be named as a party or 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 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 Significant 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 reasonably give rise to liability under any applicable Environmental Laws;. (f) the The Properties and all operations at the Properties are in compliance, and have in the last five 3 years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any applicable Environmental Law with respect to the Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries (the "Business; and") which could materially interfere with the continued operation of the Properties or materially impair the fair saleable value thereof. (g) neither Holdings, the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under and its Subsidiaries hold and are in compliance with all Environmental LawsPermits necessary for their operations.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant or any 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 by Borrower or its Subsidiaries of, or could give rise to liability of Borrower or its Subsidiaries under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received any notice of, or is otherwise aware of 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 presently or formerly operated by the Borrower and the Significant or any of its Subsidiaries (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 by or on behalf of the Borrower or its Subsidiaries from the Properties or otherwise 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 stored, or disposed of of, or have otherwise come to be located 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 the Borrower or any Significant 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 at, to, on, under or from the Properties, Properties or arising from or related to the operations of the Borrower or any Significant 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 of Borrower or its Subsidiaries under Environmental Laws; (f) the Borrower, its Subsidiaries, the Business, the Properties and all operations at the Properties are in compliance, 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) neither the Borrower nor any Significant Subsidiary has of its Subsidiaries has, by contract or by operation of law, assumed any liability of any other Person or agreed to indemnify any other person for liability under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) The properties of the facilities Credit Parties and properties owned, leased or operated by the Borrower and the Significant their Subsidiaries (the “Properties”) 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 under, any under applicable Environmental LawLaws; (bii) neither The properties of the Borrower Credit Parties and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations in amounts or concentrations which could reasonably be expected to interfere with the continued operation of such properties; (iii) Neither any of the Credit Parties nor any Significant 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 Laws, nor does any of the Properties Credit Parties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower 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 the Credit Parties, Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor nor, to the knowledge of the Credit Parties, 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 which could reasonably be expected to give rise to 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 BorrowerCredit Parties, threatened, under any Environmental Law to which any of the Borrower Credit Parties or any Significant Subsidiary is or thereof 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 properties or operations of the Business;Credit Parties and their Subsidiaries; and (evi) To the knowledge of the Credit Parties, there has been no release release, or to the best of the Credit Parties’ knowledge, the threat of release release, of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations properties of the Borrower Credit Parties or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Businessof their Subsidiaries, 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (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 the Borrower or any of its Subsidiaries (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) neither Neither the Borrower nor any Significant Subsidiary of its Subsidiaries 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 the Borrower and the Significant Subsidiaries (the “Business”)Businesses, nor does the Borrower or any of its 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 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 the Borrower or any of its Subsidiaries 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 Borrowerany Credit Party, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its 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 Borrower or any of its Subsidiaries, 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 the Borrower or any Significant Subsidiary of its Subsidiaries 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except as disclosed in described on Section 2.19 of the Exchange Act Documents Company Disclosure Schedule, and except as could not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: : (ai) the facilities Company and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”) do not contain, complies and have not previously containedcomplied, any Materials during all applicable statute 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 the Borrower or any Significant 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 Significant 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 compliancelimitations periods, with all applicable Environmental Laws, and possess and comply, and have possessed and complied during all applicable statute of limitations periods, with all Environmental Permits; (ii) there is are and have been no contamination atMaterials of Environmental Concern or other conditions at any property owned, under operated, or about otherwise used by the Properties Company now or violation in the past, or at any other location (including without limitation any facility to which Materials of Environmental Concern from the Company or any of its Subsidiaries), that are in circumstances that could reasonably be expected to give rise to any liability of the Company or any of its Subsidiaries, or result in costs to the Company or any of its Subsidiaries arising out of any Environmental Law; (iii) no Litigation (including any notice of violation or alleged violation), under any Environmental Law or with respect to any Materials of Environmental Concern to which the Properties Company or any of its Subsidiaries is, or to the Knowledge of the Company will be, named as a party, or affecting their business, is pending or, to the Knowledge of the Company, threatened; nor is the Company or any of its Subsidiaries the subject of any investigation or the Businessrecipient of any request for information in connection with any such Litigation or potential Litigation; and(iv) there are no Orders or agreements under any Environmental Law or with respect to any Materials of Environmental Concern to which the Company or any of its Subsidiaries is a party or affecting their business; (v) to the Knowledge of the Company, there are no events, conditions, circumstances, practices, plans, or legal requirements (in effect or reasonably anticipated), that could be expected to prevent the Company from, or materially increase the burden on the Company of: (A) complying with applicable Environmental Laws, or (B) obtaining, renewing, or complying with all Environmental Permits; and (vi) to the Knowledge of the Company, each of the foregoing representations and warranties is true and correct with respect to any entity for which the Company or any of its Subsidiaries has assumed or retained liability, whether by Contract or operation of Law. (gb) neither The Company has furnished to Parent true and complete copies of all Environmental Reports in the Borrower nor possession or control of the Company or any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsits Subsidiaries. (c) For purposes of this Agreement, the terms below are defined as follows:

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have result in a Material Adverse EffectEvent: (a) the facilities and properties ownedTo Borrower’s actual knowledge, leased or operated by the each of Borrower and the Significant Subsidiaries (the “Properties”) do not containits Subsidiaries, and have all of their respective Properties, assets, and operations are in compliance with all Environmental Laws. Borrower is not previously containedaware of, nor has Borrower 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 Borrower and its Subsidiaries with all Environmental LawLaws; (b) neither the Each of Borrower nor any Significant Subsidiary and its 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 Borrower and its Subsidiaries are in compliance with Environmental Laws with regard to all of the terms and conditions of such permits; (c) Borrower is not aware of, nor has Borrower received notice that 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 the assets of Borrower or any of its Subsidiaries. The use which Borrower and its Subsidiaries make and intend to make of their respective Properties and assets will not result in the Significant Subsidiaries (the “Business”)use, 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 ofgeneration, storage, transportation, accumulation, disposal, or in a manner Release of any Hazardous Material on, in, 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 from any of the their Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Lawassets; (d) no judicial proceeding or governmental or administrative action Borrower is pending ornot aware of, to the knowledge of the Borrower, threatened, under any Environmental Law to which the nor has Borrower received notice that Borrower or any Significant Subsidiary of its Subsidiaries or any of their respective currently or previously owned or leased Properties or operations is subject to any outstanding or will be named as a party threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding with respect to the Properties or the Business(i) failure to comply with Environmental Laws, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders(ii) Remedial 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) Borrower is not aware of, nor has Borrower received notice that there has been no release are any 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 the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner its Subsidiaries that could reasonably be expected to give rise to liability any Environmental Liabilities; (f) Neither Borrower nor any of its 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. Borrower and its 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 complianceNeither Borrower nor any of its Subsidiaries has filed or failed to file, and have in the last five years been in complianceto Borrower’s knowledge, with all 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) neither the Borrower is not aware of, nor has Borrower received notice that any Significant Subsidiary Lien arising under any Environmental Law has assumed attached to any liability Property or revenues of Borrower or any other Person under Environmental Lawsof its Subsidiaries.

Environmental Matters. Except as disclosed set forth in Schedule 5.09 (a) the Exchange Act Documents Loan Parties and their Subsidiaries are in compliance with all Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or asforfeitures) have not had or will not have a Material Adverse Effect; (b) all licenses, permits, registrations or approvals required for the conduct of the business of the Loan Parties and any Subsidiary under any Environmental Law have been secured and the applicable Borrower, Guarantor or Subsidiary is in compliance therewith, except for such licenses, permits, registrations or approvals the aggregatefailure to secure or to comply therewith has not had or will not have a Material Adverse Effect; (c) neither any Loan Party nor any Subsidiary has received notice, could not or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which such Loan Party or such Subsidiary is a party or that would affect the ability of such Loan Party or such Subsidiary to operate any of its property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder; (d) there are no claims under any Environmental Laws (“Environmental Claim”) pending or to the knowledge of any Borrower, threatened which have had or are reasonably be expected likely to have a Material Adverse Effect: ; and (ae) the facilities and properties there are no facts, circumstances, conditions or occurrences on any property now or at any time owned, leased or operated by any Loan Party or any Subsidiary or on any property adjacent to any such property that could reasonably be expected: (i) to form the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials basis 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) neither the Borrower nor Claim against any Significant Loan Party or any Subsidiary has received or is aware any property of any notice of violation, alleged violation, non-compliance, liability Loan Party or potential liability regarding environmental matters any Subsidiary; or compliance with Environmental Laws with regard (ii) to cause such property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Properties or the business operated by the Borrower and the Significant Subsidiaries (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, property under any Environmental Law, nor have any Materials of except in each such case, such Environmental Concern been generated, treated, stored Claims or disposed of at, on or under any of the Properties in violation of, restrictions that individually or in the aggregate have not had and will not have 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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsMaterial Adverse Effect.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant Subsidiaries 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries 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 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 the Borrower or any Significant Subsidiary 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 the Borrower or any Significant Subsidiary 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) neither the Borrower nor any Significant Subsidiary no Group Member has assumed incurred any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in (i) To the Exchange Act Documents or asbest of each Borrower's knowledge, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the any Borrower and its Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past 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, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) neither To the best of each Borrower's knowledge, each Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) No Borrower nor or any Significant Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, 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) To the best of each Borrower's knowledge, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by any Borrower 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 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 any Borrower, threatened, under any Environmental Law to which the any Borrower or any Significant 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 Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) To the best of each Borrower's knowledge, there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of the operated by any Borrower or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant or any 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant or any of its Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents could not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: : (a) the facilities Holdings and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”) do not containis in compliance with, 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 no liability under, any Environmental Law, nor and any past noncompliance has been fully resolved without any pending, on-going or future obligation or cost; (b) Holdings and each of its Subsidiaries has obtained and maintained in full force and effect all Governmental Authorizations required pursuant to any Environmental Law for the current and reasonably anticipated future operation of their respective business and to own, lease, mine or operate their respective assets; (c) there are and, to each of Holdings’ and the Borrowers’ knowledge, are, and have any Materials been, no conditions, circumstances, activities, occurrences, violations of Environmental Concern been generatedLaw, treated, stored or disposed of at, on presence or under any of the Properties in violation Releases of, or in a manner that exposure to, Hazardous Materials which could give rise reasonably be expected to liability underform the basis of an Environmental Claim against, or require any applicable Environmental Law; investigation, remediation, remedial action or cleanup by, Holdings or any of its Subsidiaries or related to any Real Estate Assets; (d) there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge Borrower’s knowledge, threatened Environmental Claims against Holdings or any of the Borrowerits Subsidiaries, threatenedand neither Holdings nor any of its Subsidiaries has received any written notification of any alleged violation of, under or liability pursuant to, any Environmental Law to which or responsibility for the Borrower Release or threatened Release of, or exposure to, any Significant Subsidiary is or will be named as a party with respect to the Properties or the BusinessHazardous Materials; (e) Holdings and each of its Subsidiaries possess all bonds, nor are there any consent decrees guarantees, surety or other decrees, consent orders, administrative orders financial assurances or other orders, or other administrative or judicial security requirements outstanding under required pursuant to any Environmental Law with respect or by any Governmental Authority to the Properties own, lease, mine 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 Significant 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; operate their respective assets; (f) the Properties neither Holdings nor any of its Subsidiaries is conducting, funding or otherwise responsible for any investigation, remediation, remedial action or cleanup of any Hazardous Materials 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 (g) no contamination at, under or about the Properties or violation of Lien imposed pursuant to any Environmental Law with respect has attached to any Collateral and, to the Properties or knowledge of Holdings and the Business; and (g) neither Borrowers, no conditions exist that would reasonably be expected to result in the Borrower nor imposition of such a Lien on any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsCollateral.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant or any 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 constitute or constituted a violation by Borrower or its Subsidiaries of, or could give rise to liability of Borrower or its Subsidiaries under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received any notice of, or is otherwise aware of 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 presently or formerly operated by the Borrower and the Significant or any of its Subsidiaries (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 by or on behalf of the Borrower or its Subsidiaries from the Properties or otherwise 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 stored, or disposed of of, or have otherwise come to be located 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 the Borrower or any Significant 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 at, to, on, under or from the Properties, Properties or arising from or related to the operations of the Borrower or any Significant 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 of Borrower or its Subsidiaries under Environmental Laws; (f) the Borrower, its Subsidiaries, the Business, the Properties and all operations at the Properties are in compliance, 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) neither the Borrower nor any Significant Subsidiary has of its Subsidiaries has, by contract or by operation of law, assumed any liability of any other Person or agreed to indemnify any other person for liability under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, for any such matter that could not reasonably be expected to have create a Material Adverse Effect:, (ai) the facilities and The properties presently owned, leased or operated by the Borrower and the Significant its Restricted Subsidiaries (the “Properties”) 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 reasonably be expected to give rise to liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Restricted Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties; (iii) Neither the Borrower nor any Significant Restricted Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Restricted 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 to or from the Properties properties owned, leased or operated by of the Borrower and its Restricted Subsidiaries in violation of, or in a manner or to a location that which could reasonably be expected to 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 Law;Laws; and (dv) no No judicial proceeding proceedings or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Restricted Subsidiary is or will be thereof has been 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 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsRestricted Subsidiary.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: : (a) the facilities each of Holdings and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern is 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) neither the Borrower nor any Significant 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 all applicable Environmental Laws and, with regard respect to any its current operations, has obtained and is in compliance with all permits required of the Properties or the business operated by the Borrower and the Significant Subsidiaries (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 it under 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) and there are no judicial proceeding or governmental or administrative action is proceedings pending or, to the knowledge of Holdings or the Borrower, threatenedthreatened to revoke or rescind any such permit; (b) there are no claims, proceedings, investigations or notices of violation pending or, to the knowledge of Holdings or the Borrower, threatened against Holdings or any of its Subsidiaries under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as Law; (c) no Lien, other than a party with respect Permitted Lien, has been recorded or, to the Properties knowledge of Holdings or the BusinessBorrower, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding threatened under any Environmental Law with respect to the Properties any Real Property currently owned by Holdings or the Business; any of its Subsidiaries; (d) neither Holdings nor any of its Subsidiaries has contracted to assume or accept responsibility for any liability of any non-affiliated Person under any Environmental Law; and (e) there has been are no release facts, circumstances, conditions 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 Significant 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 occurrences with respect to the Properties past or the Business; and (g) neither the Borrower nor present business or operations of Holdings, any Significant Subsidiary has assumed of its Subsidiaries or any of their respective predecessors, or any Real Property or facility at any time owned, leased or operated by Holdings, any of its Subsidiaries or any of their respective predecessors, that could be reasonably expected to give rise to any claim, proceeding, investigation, action or liability of or against Holdings or any other Person of its Subsidiaries under any Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, aggregate could not reasonably be expected to have result in the payment of a Material Adverse EffectEnvironmental Amount: (a) the The facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”"PROPERTIES") do not contain, and and, to the best knowledge of the Borrower, 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 give rise to liability under, any Environmental Law;. (b) neither The Properties and all operations at the Properties are in material compliance, and have, to the best knowledge of the Borrower, in the last five years been in material compliance, with all applicable Environmental Laws, and there is, to the best knowledge of the Borrower, 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 Borrower or any of its Subsidiaries (the "BUSINESS"). Neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed or retained any liability of any other Person under Environmental Laws. (c) Neither 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 the Borrower and the Significant 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) To the best knowledge of the Borrower, 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 Borrower, threatened, under any Environmental Law to which the Borrower or any Significant 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 Borrower, 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 Significant 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. For purposes of Section 8(b) of this Agreement, each of the Properties foregoing representations and all operations at warranties contained in this Section 4.17 that are qualified by 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 knowledge or about the Properties or violation best knowledge of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsshall be deemed not to be so qualified.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, 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 the Borrower and the Significant Subsidiaries 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) neither the Borrower nor any Significant Subsidiary 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 to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)relating to any Group 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 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, to the Borrower or any Significant Subsidiary is or 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 by any Group Member or, to the Borrower’s knowledge, by any other person at, on, under or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary 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 three (3) 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) neither the Borrower nor any Significant Subsidiary 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 insofar as disclosed in any exceptions to the Exchange Act Documents following, individually or as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities and properties owned, leased or otherwise operated by the Borrower and the Significant Holdings or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, therein, thereon or thereunder, including, without limitation, the soil and groundwater thereunder, any Hazardous 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 LawLaws; (b) There are no facts, circumstances or conditions that could reasonably be expected to (i) result in a violation of any Environmental Law by Holdings or any of its Subsidiaries that could interfere with the continued operation of, or impair the otherwise fair saleable value of the properties owned, leased or otherwise operated by Holdings or any of its Subsidiaries or (ii) result in a violation of or otherwise give rise to liability on the part of Holdings or any of its Subsidiaries under any Environmental Laws in respect of Hazardous Materials; (c) neither the Borrower Holdings nor any Significant Subsidiary of its Subsidiaries has received or is aware of any complaint, notice of violation, alleged violation, non-compliance, liability violation or notice of investigation or of potential liability regarding environmental matters or compliance with under Environmental Laws with regard to Holdings or any of the Properties its Subsidiaries, or the business any properties owned, leased or otherwise operated by the Borrower and the Significant Subsidiaries (the “Business”)any of them, nor does the Borrower Holdings or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or action 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) there are no administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the knowledge of the Borrowerany Credit Party, threatened, threatened under any Environmental Law to which the Borrower Holdings or any Significant Subsidiary of its Subsidiaries is or will could reasonably be named as expected to be 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 ordersorders or agreements to which Holdings or any of its Subsidiaries is a party, which could reasonably be expected to result in liability or other administrative costs on the part of Holdings or judicial requirements outstanding any of its Subsidiaries under any Environmental Law; (e) no Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to the Properties any Fee Property or the Business; (e) there assets of Holdings or any of its Subsidiaries and no Lien has been no release or threat of release of Materials of Environmental Concern at or from the Propertiesrecorded or, or arising from or related to the operations knowledge of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the BusinessCredit Party, in violation of or in amounts or in a manner that could give rise to liability threatened 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 any other Real Property of Holdings or any of its Subsidiaries that could reasonably be expected to result in liability or costs on the Properties part of Holdings or any of its Subsidiaries under any Environmental Law; (f) no Fee Property is (x) listed, or to the Businessknowledge of any Credit Party proposed for listing, on the National Priorities List promulgated pursuant to the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or (y) listed on the Comprehensive Environmental Response, Compensation and Liability Information System List promulgated pursuant to CERCLA, or (z) included on any similar list maintained by any Governmental Authority and there is no such listing, or to the knowledge of any Credit Party proposed listing, with respect to any other Real Property of Holdings or any of its Subsidiaries that could reasonably be expected to result in liability or costs on the part of Holdings or any of its Subsidiaries under any Environmental Law; and (g) neither the Borrower Holdings nor any Significant Subsidiary of its Subsidiaries is required to take or finance any investigatory, response or other corrective action or is currently conducting any investigatory, response or other corrective action pursuant to any Environmental Law at any Real Property or at any other location, nor has any of Holdings or any of its Subsidiaries assumed by contract, agreement or operation of law any liability obligation of any other Person under any Environmental LawsLaw.

Environmental Matters. Except (i) as may be disclosed in the Exchange Act Documents on Schedule 3.16, 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 of the Borrower and the Significant or 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) neither none of the Borrower nor any Significant Subsidiary or 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 the Borrower and the Significant Subsidiaries any of them (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 of the Borrower or any Significant Subsidiary its 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 the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed (a) Seller has delivered or made available to Buyer true and complete copies of all environmental site assessments, test results, analytical data, boring logs, permits for storm water, wetlands fill, or other environmental permits for construction of any building, parking lot or other improvement, and other environmental reports and studies in the Exchange Act Documents possession of any Seller Entity relating to its Participating Facilities and Operating Properties. To Seller’s Knowledge, there are no material violations of Environmental Laws on properties that secure loans made by any Seller Entity. (b) To Seller’s Knowledge, each Seller Entity, its Participation Facilities, and its Operating Properties are, and have been, in compliance with all Environmental Laws, except for violations which are not reasonably likely to have, individually or as, in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 ofTo Seller’s Knowledge, there is no Litigation pending, and no environmental enforcement action, investigation, or litigation threatened, before any Governmental Authority or other forum in which any Seller Entity or any of its Operating Properties or Participation Facilities (or Seller in respect of such Operating Property or Participation Facility) has been or, with respect to threatened Litigation, may be named as a manner defendant (i) for alleged noncompliance (including by any predecessor) with or Liability under any Environmental Law or (ii) relating to a location that could give rise to liability the release, discharge, spillage, or disposal into the environment of any Hazardous Material, whether or not occurring at, on, under, adjacent to, or affecting (or potentially affecting) a site currently or formerly owned, leased, or operated by any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored Seller Entity or disposed of at, on or under any of the its Operating Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Participation Facilities. (d) To Seller’s Knowledge, during the period of (i) any Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the management of any Participation Facility, or (iii) any Seller Entity’s holding of a security interest in any Operating Property, there have been no judicial proceeding releases, discharges, spillages, or governmental disposals of Hazardous Material in, on, under, adjacent to, or administrative action is pending oraffecting (or potentially affecting) such properties. Prior to the period of (i) any Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the management of any Participation Facility, or (iii) any Seller Entity’s holding of a security interest in any Operating Property, to the knowledge of the BorrowerSeller’s Knowledge, threatenedthere were no releases, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Businessdischarges, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersspillages, or other administrative disposals of Hazardous Material in, on, under, or judicial requirements outstanding under affecting any Environmental Law with respect to such property, Participation Facility or Operating Property. To Seller’s Knowledge, during the Properties period of (i) Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the Business; management of any Participation Facility, or (eiii) any Seller Entity’s holding of a security interest in any Operating Property, there has have been no release or threat violations 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 Significant 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 including but not limited to unauthorized alterations of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawswetlands.

Environmental Matters. Except as disclosed in the Exchange Act Documents would not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities Parent and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”A) do not containis in compliance with all, and have is not previously containedsubject to any liability with respect to any, applicable Environmental Laws, (B) holds or has applied for all Environmental Permits necessary to conduct their current operations, and (C) is in compliance with their respective Environmental Permits. (b) None of Parent or any Materials of Environmental Concern its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that Parent or any of its Subsidiaries 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;. (bc) neither the Borrower nor None of Parent or any Significant Subsidiary of its Subsidiaries (A) has received entered into or agreed to any consent decree or order or is aware of subject to any notice of violationjudgment, alleged violation, non-compliance, liability decree or potential liability regarding environmental matters or judicial order relating to (i) compliance with Environmental Laws with regard to any or Environmental Permits or (ii) the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of the Properties Hazardous Materials and no investigation, litigation or the business operated by the Borrower and the Significant Subsidiaries (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 other proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerParent, threatenedthreatened in writing with respect thereto, or (B) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law to which Law. (d) None of the Borrower real property owned or leased by Parent or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect listed or, to the Properties or knowledge of Parent, proposed for listing on the Business“National Priorities List” under CERCLA, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersas updated through the date hereof, or other administrative any similar state or judicial requirements outstanding under any Environmental Law with respect to the Properties foreign list of sites requiring investigation or the Business;cleanup. (e) To the knowledge of Parent, there has been are no release past or threat present conditions, circumstances, or facts that may (A) interfere with or prevent continued compliance by Parent or any of release of Materials its Subsidiaries with Environmental Laws and the requirements of Environmental Concern at Permits, (B) give rise to any liability or from the Propertiesother obligation under any Environmental Laws, or arising from (C) form the basis of any claim, action, suit, proceeding, or investigation against or involving Parent or any of its Subsidiaries based on or related to the operations of the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. Except as disclosed set forth in the Exchange Act Documents or Schedule 3.17 and except as, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities The Companies and properties ownedtheir businesses, leased or operated by the Borrower operations and Real Property are in compliance with, and the Significant Subsidiaries (the “Properties”) do not contain, and Companies 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 no liability under, any applicable Environmental Law; (b) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, and all such Environmental Permits are valid and in good standing; (c) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability by the Companies under any applicable Environmental Law; (d) There is no judicial proceeding or governmental or administrative action is Environmental Claim pending or, to the knowledge of the BorrowerCompanies, threatenedthreatened against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies; (e) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation; (f) No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to any Real Property or any other location; (g) To the Properties knowledge of the Companies, no Real Property or facility owned, operated or leased by the BusinessCompanies or formerly owned, nor are there operated or leased by the Companies or any consent decrees of their predecessors in interest is (i) listed or other decreesproposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, consent ordersCompensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum; (h) No Lien has been recorded or, administrative orders or other ordersto the knowledge of any Company, or other administrative or judicial requirements outstanding threatened under any Environmental Law with respect to the Properties any Real Property 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 other assets of the Borrower or any Significant 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 BusinessCompanies; and (gi) neither The execution, delivery and performance of this Agreement and the Borrower nor consummation of the transactions contemplated hereby will not require any Significant Subsidiary has assumed notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any liability of Governmental Real Property Disclosure Requirements or any other Person under applicable Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected With respect to have a Material Adverse EffectQueens and each of its Subsidiaries: (ai) Each of Queens and its Subsidiaries, the facilities Participation Facilities and, to Queens' knowledge, the Loan Properties are, and properties have been, in substantial compliance with, and are not liable under, all Environmental Laws; (ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to Queens' knowledge, threatened, before any court, governmental agency or board or other forum against Queens or any of its Subsidiaries 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 into the environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by it or any of its Subsidiaries or any Participation Facility; (iii) To Queens' knowledge, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to or against any Loan Property (or Queens or any of its Subsidiaries 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 Borrower and presence of or release into the Significant environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by a Loan Property; (iv) To Queens' knowledge, the properties currently owned or operated by Queens or any of its Subsidiaries (including, without limitation, soil, groundwater or surface water on, under or adjacent to the “Properties”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 Queens nor any of its Subsidiaries 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 third party 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) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violationTo Queens' knowledge, alleged violation(A) there are no underground storage tanks on, 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 and the Significant Subsidiaries (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 properties owned or operated by Queens or any of its Subsidiaries, any Participation Facility or any Loan Property, and (B) no underground storage tanks have been closed or removed from any properties owned or operated by Queens or any of its Subsidiaries, any Participation Facility or any Loan Property; and (vii) To Queens' knowledge, during the Properties period of (l) Queens' or any of its Subsidiaries' ownership or operation of any of their respective current properties, (m) Queens' or any of its Subsidiaries' participation in violation of, the management of any Participation Facility or (n) Queens' or any of its Subsidiaries' holding of a security interest in a manner that could give rise to liability underLoan Property, 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 the Borrower or any Significant 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 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 the Borrower or any Significant 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 aton, under or about affecting such properties. To Queens' knowledge, prior to the Properties period of (x) Queens' or violation any of its Subsidiaries' ownership or operation of any Environmental Law with respect to of their respective current properties, (y) Queens' or any of its Subsidiaries' participation in the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability management of any other Person Participation Facility or (z) Queens' or any of its Subsidiaries' holding of a security interest in a Loan Property, there was no contamination by or release of Hazardous Material in, on, under Environmental Lawsor affecting such properties.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties ownedcurrently leased, leased owned or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and 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 reasonably be expected to give rise to liability to any Group Member under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries 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 by any Group Member nor has any Group Member arranged for the Properties disposal of any Materials of Environmental Concern 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 or any formerly leased, owned or operated facility or property, by any Group Member or, to the Borrower’s knowledge, any other Person in violation of, or in a manner that could reasonably be expected to 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 the Borrower or any Significant Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, nor are there is any Group Member subject to any consent decrees or other decrees, consent orders, administrative orders or other orders, that remain outstanding or other administrative or judicial requirements outstanding unresolved 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 any formerly leased, owned or operated facility or property, or arising from or related to the operations of the Borrower or any Significant Subsidiary 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 to any Group Member under Environmental Laws; (f) all Group Members, 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) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents for matters which, either individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectMortgaged Property MAE: (a) the facilities The facilities, Collateral and properties owned, leased or operated by the Borrower and the Significant Credit Parties or any 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) neither The Properties and all operations of the Borrower nor any Significant Subsidiary has received 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 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 with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does do 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 transported, generated, treated, stored or disposed of from from, on or under 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 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 BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which the Borrower any Credit Party or any Significant 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 Significant 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 The Credit Parties and their Subsidiaries: (i) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations at the Properties are in complianceor for any property owned, leased, or otherwise operated by any of them; (ii) are, and within the period of all applicable statutes of limitation have been, in the last five years been in compliance, compliance with all applicable of their Environmental LawsPermits; and (iii) reasonably believe that: each of their Environmental Permits will be timely renewed and complied with, without material expense; any additional Environmental Permits that may be required of any of them will be timely obtained and there is no contamination atcomplied with, under or about the Properties or violation of without material expense; and compliance with any Environmental Law with respect that is or is expected to the Properties or the Business; and (g) neither the Borrower nor become applicable to any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsthem will be timely attained and maintained, without material expense.

Environmental Matters. Except as disclosed to matters described in the Exchange Act Documents Schedule 7.1(h) and such other matters which could not, individually or 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 the Borrower and the Significant its Subsidiaries (the “Properties”) now 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 any liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) Neither the Borrower nor any Significant Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the 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 to or from the Properties properties owned, leased or operated by the Borrower 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 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 the Borrower or any Significant 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 Borrower, any Subsidiary 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 the Propertiesany properties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or 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 any 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant or any 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant or any of its Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, 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 the Borrower and the Significant its Subsidiaries (the “Properties”) do not contain, and 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant its Subsidiaries (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 that, to the Borrower’s knowledge, 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 that, to the Borrower’s knowledge, 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 the Borrower or any Significant Subsidiary of its 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 the Borrower or any Significant Subsidiary of 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed To Buyer’s Knowledge, no real property (including buildings or other structures) currently owned or operated by Buyer or any of its Subsidiaries or any predecessor, or any property in the Exchange Act Documents which Buyer or asany of its Subsidiaries holds a security interest, Lien or a fiduciary or management role (“Buyer Loan Property”), has had any Release of, any Hazardous Substance in the aggregatea manner that violates Environmental Law or requires reporting, could not reasonably be expected to have a Material Adverse Effect:investigation, remediation, or monitoring under Environmental Law. (a) the facilities and properties ownedTo Buyer’s Knowledge, leased no real property (including buildings or other structures) formerly owned or operated by the Borrower and the Significant Buyer or any of its Subsidiaries (the “Properties”) do not containhad, and have not previously containedduring Buyer’s ownership or operation, any Materials Release of any Hazardous Substance in a manner that violated Environmental Concern Law or required reporting, investigation, remediation, or monitoring under Environmental Law. (b) To Buyer’s Knowledge, Buyer and each of its Subsidiaries is in amounts compliance, in all material respects, with applicable Environmental Law. (c) To Buyer’s Knowledge, neither Buyer nor any of its Subsidiaries could be deemed the owner or concentrations operator of, or to have participated in the management of, any Buyer Loan Property which has had any Release of, any Hazardous Substance in a manner that violates Environmental Law or requires reporting, investigation, remediation, or monitoring under circumstances that constitute Environmental Law. (d) To Buyer’s Knowledge, neither Buyer nor any of its Subsidiaries nor any predecessor has any liability under Environmental Law arising from the Release or constituted a disposal of any Hazardous Substance on any real property currently or formerly owned by Buyer or any of its Subsidiaries or any predecessor, or any Buyer Loan Property. (e) Neither Buyer nor any of its Subsidiaries has received (i) any written notice, demand letter, or claim alleging any violation of, or could give rise to liability under, any Environmental Law or (ii) any written request for information reasonably indicating an investigation or other inquiry by any Governmental Authority concerning a possible violation of, or liability under, any Environmental Law; (b) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in Environmental Reports and except as disclosed on the aggregate, could not reasonably be expected to have a Material Adverse EffectException Report: (ai) To Borrower’s knowledge, 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 facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containpossession of, and have not previously containedcompliance with, any Materials all environmental, health and safety permits, approvals, licenses, registrations and other governmental authorizations required in connection with the ownership and operation of such Property under all 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;Laws). (bii) neither the Borrower nor any Significant Subsidiary has received or No Environmental Claim is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance pending with Environmental Laws with regard respect to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Properties, 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 ornor, to the knowledge of the Borrower’s knowledge, is any threatened, under any Environmental Law to which the Borrower or any Significant 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 any Borrower or any Significant Subsidiary of the Properties. (iii) Without limiting the generality of the foregoing, to Borrower’s knowledge, there is not present at, on, in connection or under any Property, any Hazardous Substances, PCB-containing equipment, asbestos or asbestos containing materials, underground storage tanks or surface impoundments for any Hazardous Substance, lead in drinking water (except in concentrations that comply with the Properties all Environmental Laws), or otherwise lead-based paint, in connection with the Business, each case in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;Law. (fiv) To Borrower’s knowledge, there have not been and are no past, present or threatened Releases of any Hazardous Substance from or at any of the Properties and all operations at that are reasonably likely to form the Properties are in compliancebasis of any Environmental Claim, and have in the last five years been in complianceand, with all applicable Environmental Lawsto Borrower’s knowledge, and there is no contamination atthreat of any Release of any Hazardous Substance migrating to any of the Properties. (v) To Borrower’s knowledge, no Liens are presently recorded with the 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. (gvi) neither To Borrower’s knowledge, there have been no material environmental investigations, studies, audits, reviews or other analyses conducted by or that are in the possession of Borrower nor in relation to any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsthe Properties which have not been made available to Lender.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, 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 the Borrower and the Significant its Subsidiaries (the “Properties”) do not contain, and 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant its Subsidiaries (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 that, to the Borrower’s knowledge, 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 that, to the Borrower’s knowledge, 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 the Borrower or any Significant Subsidiary of its 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 the Borrower or any Significant Subsidiary of 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the knowledge of the Borrower and the other Credit Parties, the facilities and properties comprising real estate owned, leased or operated by the Borrower and the Significant other Credit Parties or any 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) neither To the knowledge of the Borrower and the other Credit Parties, the Properties and all operations of the Borrower and the other 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 contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower and the other Credit Parties or any of their Subsidiaries (the “Business”). (c) Neither the Borrower nor any Significant Subsidiary of the other Credit Parties has received any written or is aware of any actual 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 and the Significant Subsidiaries (the “Business”), nor does the Borrower or any of the other Credit Parties nor any of their Subsidiaries 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 the other Credit Parties, 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, 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 BorrowerBorrower and the other Credit Parties, threatened, under any Environmental Law to which the Borrower or any Significant other 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) To the knowledge of the Borrower and the other Credit Parties, 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 Significant other 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 and the Significant or any 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) neither Holdings, the Borrower nor any Significant Subsidiary 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 and the Significant or any 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 Significant 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 Significant 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) neither Holdings, the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except as disclosed set forth in --------------------- Schedule 5.17, ------------- (i) each of the Exchange Act Documents Companies owns, holds or aspossesses all Governmental Permits which are necessary under Environmental Laws to conduct the Business substantially as currently conducted by it, and is in compliance with such Governmental Permits as well as applicable Environmental Laws, except for such Governmental Permits as to which the aggregatefailure to so own, could hold or possess, or any noncompliance with Environmental Laws, would not reasonably be expected to have a Material Adverse Effect:; (aii) none of the facilities and properties ownedCompanies is subject to any order from or consent or settlement agreement with, leased or operated by or, to the Borrower and the Significant Subsidiaries (the “Properties”) do not containKnowledge of Parent, and have not previously containedsubject to any investigation by, any Materials Person (including any Governmental Body) respecting (i) any violation 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, (ii) any Remedial Action or (iii) any claim of Losses and Expenses arising from the Release or threatened Release of a Contaminant, where, in each case, the obligations of such Company have not been completed in all material respects; (iii) none of the Companies is subject to any judicial or administrative proceeding, Court Order or settlement alleging or addressing a violation of or liability under any Environmental Law, which proceeding, Court Order or settlement would reasonably be expected to have a Material Adverse Effect; (iv) none of the Companies has received any written notice or claim to the effect that it is or may be liable to any Person, including any Governmental Body, as a result of the Release of a Contaminant, which notice or claim would reasonably be expected to have a Material Adverse Effect; (v) no Environmental Encumbrance has attached to any Owned Real Property; and (vi) to the Knowledge of Parent, there has been no Release of any Contaminant at any of the Owned Real Property, the Leased Real Property or at any other location (including any location used by the Companies for the storage, disposal, recycling or other handling of any Contaminant) with respect to which the Business or the Companies is liable, except for such liability that would not reasonably be expected to have a Material Adverse Effect. (b) neither This Section 5.17 contains the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance sole representations and ------------ warranties made by Parent with respect to Environmental Laws with regard or any other Environmental Matter (including Governmental Permits held pursuant to Environmental Laws); and no representation or warranty as to Environmental Laws or any other Environmental Matter is intended, or shall be implied, from any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (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 other provisions 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 the Borrower this Agreement or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawscertificates delivered pursuant hereto.

Environmental Matters. Except as disclosed set forth in Section 3.3 of the Exchange Act Documents or as, in Disclosure Schedule: (a) each Subsidiary and the aggregate, could operations of the Business by the members of the Seller Group complies and have complied with Environmental Law except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant 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) neither the Borrower nor any Significant each Subsidiary holds all environmental Permits necessary for its operations as currently conducted, and all such Permits are in effect and each Subsidiary is and has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or been in compliance with Environmental Laws the terms and conditions of such Permits except for any failure to hold or to comply with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower such a Permit that would not have knowledge or reason to believe that any such notice will be received or is being threateneda Material Adverse Effect; (c) Materials no member of the Seller Group, or any of its present property or operations, is or has been subject to any written notice or order from or agreement with any person or entity respecting any Claim 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 LawLiability; (d) no judicial proceeding or governmental or administrative action member of the Seller Group is subject to any pending or, to Sellers’ knowledge, threatened judicial or administrative proceeding, or to any notice or order, judgment, decree or settlement, all liabilities and obligations under which have not been fully resolved, in each case alleging or addressing a material violation of or liability under any Environmental Law; and (e) no member of the Seller Group has received any written notice under applicable Environmental Law that it is or may be liable in any material respect to any person (including any Government Authority) as a result of the Release or threatened Release of a Hazardous Substance. (f) neither Seller, nor any Subsidiary has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to any liability, including any obligation for corrective or Remedial Action, of any other person relating to Environmental Law; (g) Sellers and the Subsidiaries have furnished to Buyers all material environmental audits and reports, and other material environmental documents relating to their or their predecessors’ or affiliates’ past or current properties, facilities, or operations that are in their possession, custody, or under their reasonable control; and (h) no member of the Seller Group, and to the knowledge of the BorrowerSellers no other person, threatenedhas engaged in any dumping, under burial or disposal of solid or liquid hazardous waste or Hazardous Substances on any Environmental Law to which the Borrower or any Significant 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 Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of land now or in amounts the past owned or leased by any Seller or Subsidiary, except in a manner that could give rise to liability under compliance in all material respects with 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, (i) in the aggregate, could would not reasonably be expected to result in the payment by Holdings or the Borrower or any of their respective Subsidiaries of a Material Environmental Amount or (ii) would not have a Material Adverse EffectEffect in the aggregate: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, 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 an Environmental Liability under, any Environmental Law; (b) neither Holdings nor the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant 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) no 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 an Environmental Liability under, any Environmental Law, nor have has any Materials of Environmental Concern Hazardous Material 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 an Environmental Liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings or the Borrower, threatened, under any Environmental Law to which Holdings or the Borrower or any Significant Subsidiary of 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 Release or threat of release Release of Materials of Environmental Concern any Hazardous Material at or from the Properties, or arising from or related to the operations of Holdings or the Borrower or any Significant Subsidiary of their respective 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 nor is there a violation of any Environmental Law or Environmental Permit required by Environmental Law with respect to the Properties or the BusinessBusiness that could give rise to an Environmental Liability; and (g) neither Holdings nor the Borrower nor any Significant Subsidiary of their respective Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (i) Except as disclosed set forth in Section 3.3(r) of its Disclosure Letter, it and each of its Subsidiaries are in material compliance with all applicable Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and, to its Knowledge, there are no present circumstances that would prevent or interfere with the continuation of such compliance. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, Governmental Authority, Regulatory Agency or third party imposing any liability pursuant to Environmental Laws. (ii) Neither it nor any of its Subsidiaries has received written notice of pending Environmental Claims (as defined herein), nor does it or any of its Subsidiaries have any Knowledge of any threatened Environmental Claims, upon (A) it or such Subsidiary, (B) any person or entity whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of law, (C) any real or personal property owned or leased by it or any Subsidiary, (D) any real or personal property which it or any Subsidiary has been found by any Governmental Authority to have participated or be participating in the Exchange Act Documents management of such property, or as(E) any real or personal property in which it or a Subsidiary holds a security interest securing a Loan recorded on the books of it or such Subsidiary. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim that could reasonably be expected to result in the imposition of any liability arising under any Environmental Laws against it or any of its Subsidiaries or against any person or entity whose liability for any Environmental Claim it or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law that would be reasonably likely to have, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:Effect on it. (aiv) As used herein, the facilities and properties owned, leased or operated by following terms shall have the Borrower and the Significant 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. Except as disclosed in the Exchange Act Documents could not reasonably be expected, individually or as, 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 Borrower and the Significant Credit Parties or any 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) neither The Properties and all operations of the Borrower nor any Significant Subsidiary has received Credit Parties and/or their Subsidiaries 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 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 the Borrower and the Significant Subsidiaries (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) The Credit Parties have not and, to the best knowledge of the Credit Parties, no other Person has 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, on behalf of any Credit Party under any Environmental Law, nor and the Credit Parties have any Materials not and, to the best knowledge of Environmental Concern been the Credit Parties, no other Person has 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 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 the Borrower any Credit Party or any Significant 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 the Borrower any Credit Party or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person Credit Party under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and its Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past do not contain, and to the knowledge of the Borrower or any such Subsidiary 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 under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) Neither the Borrower nor any Significant Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the 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 to or from the Properties properties owned, leased or operated by the Borrower 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 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 the Borrower or any Significant 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 Borrower, any Subsidiary 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 the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed set forth in the Exchange Act Documents Schedule 4.15 or asas to matters that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) to the actual knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries Project (collectively, 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 or could give rise result in a liability to liability under, the Project or the Borrower under any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has not received or and is not 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 to the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Project, nor does the Borrower have actual knowledge or reason to believe that any such written notice will be received or is being threatened; (c) to the actual knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, of or as would result in a manner liability to the Project or to a location that could give rise to liability under, the Borrower under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of by the Borrower at, in, on or under any of the Properties in violation of, of or as would result in a manner that could give rise liability to liability under, the Project or the Borrower under any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the actual knowledge of the Borrower, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the BusinessProject, 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 BusinessProject; (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 actual knowledge of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the BusinessBorrower, 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 Properties, including the Project, 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) neither the Borrower nor any Significant Subsidiary has not assumed pursuant to a written contract or otherwise any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents could not, either individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties currently and, to the knowledge of any Loan Party, formerly owned, leased or operated by Holdings or any of its Restricted Subsidiaries in the Borrower and the Significant Subsidiaries past three years (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 so as has given rise to 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) neither the Borrower nor any Significant Subsidiary no Loan Party has received or is aware any written notice of any notice of unremediated violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with under Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Holdings or any of its Restricted Subsidiaries, 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 in the past three years 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 under, any Environmental Law, nor have in the past three years any Materials of Environmental Concern been Released, generated, treated, stored or disposed of at, on or under any of the Real Properties or by Holdings or any of its Restricted Subsidiaries in violation of, or in a manner that could has given rise to or 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 Borrowerany Loan Party, threatened, under any Environmental Law to which the Borrower Holdings or any Significant Subsidiary 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 Real Properties or the Businessbusiness operated by Holdings or any of its Restricted Subsidiaries; (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 Significant 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 knowledge of any Environmental Law Loan Party, there are no past or present actions, activities, circumstances, conditions, events or incidents with respect to the Properties or the Businessbusiness operated by Holdings or any of its Restricted Subsidiaries, including, without limitation, the Release, emission, discharge, presence or disposal of any Materials of Environmental Concern, that could form the basis of any judicial proceeding or governmental or administrative action against Holdings or any of its Restricted Subsidiaries or against any person or entity whose liability for any such action or order Holdings or any of its Restricted Subsidiaries has retained or assumed either contractually or by operation of law, or otherwise result in any costs, liabilities or restrictions on ownership, occupancy, use or transferability of any property under Environmental Law; and (gf) neither Holdings, its Restricted Subsidiaries, the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Real Property and all operations at the Real Property are in material compliance with all applicable Environmental Laws. The representations and warranties in this Section 5.17 are the sole representations and warranties of the Loan Parties with respect to any environmental, health or safety matters, including those relating to Environmental Laws or Materials of Environmental Concern.

Environmental Matters. Except Other than as disclosed in the Exchange Act Documents annual report on Form 10-K of the Borrower for the fiscal year ended December 29, 2001 or asexcept insofar as any exceptions to the following, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole: (a) to the facilities and best knowledge of the Borrower, the properties owned, leased leased, or otherwise operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, in, on or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental LawLaws; (b) to the best knowledge of the Borrower, the properties owned or leased, or otherwise operated by the Borrower or any of its Subsidiaries and all operations and facilities at such properties are in compliance with all Environmental Laws, and there is no contamination or violation of any Environmental Law which could interfere with the continued operation of, or impair the fair saleable value of, such property; (c) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written complaint, notice of violation, alleged violation, non-compliance, liability or notice of investigation or of potential liability regarding environmental matters or compliance with under Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)or its Subsidiaries, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened; (cd) to the best knowledge of the Borrower, 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 Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any properties presently or formerly owned, leased, or otherwise operated by the Borrower or any of the Properties its Subsidiaries, nor have any Hazardous Materials been transported from any such property, or come to be located at any other property, in violation of, of or in a manner that could reasonably give rise to liability under, under any applicable Environmental Law;Laws; and (de) there are no governmental administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge of the Borrower, threatened, threatened under any Environmental Law to which the Borrower or any Significant Subsidiary of its 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 requirements, other than permits authorizing operations by the Borrower or any of its Subsidiaries, 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The Companies, the facilities Transferred Sub and properties ownedSeller are and have at all times been in full compliance with all Environmental Laws (as defined herein) governing the Companies' and the Transferred Sub's businesses, leased or operated operations, properties, assets and the Leased Premises, including, without limitation: (i) all requirements relating to the Discharge and Handling of Hazardous Substances (each, as defined herein); (ii) all requirements relating to notice, record keeping and reporting; (iii) all requirements relating to obtaining and maintaining Licenses (as defined herein) for the use by the Borrower Companies and the Significant Subsidiaries Transferred Sub of the Leased Premises; and (the “Properties”iv) do not containall applicable writs, and have not previously containedorders, any Materials of Environmental Concern in amounts judgments, injunctions, governmental communications, decrees, informational requests or concentrations or under circumstances that constitute or constituted a violation ofdemands issued pursuant to, or could give rise to liability arising under, any Environmental Law;Laws. (b) neither the Borrower nor any Significant Subsidiary has received There are no (and there is no basis for any) non-compliance orders, warning letters or is aware notices of violation (collectively "Notices"), claims, suits, actions, judgments, penalties, fines, or administrative or judicial investigations of any notice of violation, alleged violation, non-compliance, liability nature 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 and the Significant Subsidiaries proceedings (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (ccollectively "Proceedings") 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 BorrowerCompanies or Seller, threatenedthreatened against or involving the Companies, under the Transferred Sub or their businesses, operations, properties or assets (including the Leased Premises) issued by any Environmental Law to which the Borrower Governmental Authority or any Significant Subsidiary is or will be named as a third party with respect to any Environmental Laws or Licenses issued to the Properties Companies or the BusinessTransferred Sub thereunder in connection with, related to or arising out of the use by the Companies or the Transferred Sub of the Leased Premises, which have not been resolved to the satisfaction of the issuing Governmental Authority or third party in a manner that would not impose any material obligation, burden or continuing liability on Purchaser or the Companies in the event that the transactions contemplated by this Agreement are consummated. (c) None of the Companies, the Transferred Sub or Seller (or their respective Affiliates) have at any time Discharged, nor are have they at any time allowed or arranged for any third party to Discharge, Hazardous Substances to, at or upon: (i) any location other than a site lawfully permitted to receive such Hazardous Substances; (ii) any parcel of real property owned, used or leased at any time by the Companies or the Transferred Sub (including, without limitation, the Leased Premises), except in compliance with applicable Environmental Laws; or (iii) any site which, pursuant to CERCLA or any similar Canadian or state law, has been placed on the National Priorities List or its Canadian or state equivalent, or as to which the Environmental Protection Agency, Environment Canada or any relevant Canadian or state agency has notified the Companies, the Transferred Sub or Seller that it has proposed or is proposing to place on the National Priorities List or its Canadian or state equivalent. There has not occurred, nor is there presently occurring, a Discharge, or threatened Discharge, of any consent decrees Hazardous Substance on, into or directly beneath the surface of any real property owned or leased at any time by the Companies or the Transferred Sub, including, without limitation, the Leased Premises. There has been no Discharge from or rupture of any Aboveground Storage Tanks or Underground Storage Tanks. (d) Schedule 3.14(d) identifies (i) all environmental audits, assessments or occupational health studies undertaken during the prior five (5) years by any Governmental Authority, the Companies, the Transferred Sub or Seller or their respective Affiliates or their respective agents or representatives, or any third party, relating to or affecting the Leased Premises; (ii) all ground, water, soil, air or asbestos monitoring undertaken by the Companies, the Transferred Sub or Seller or their respective agents or representatives or undertaken by any Governmental Authority or any third party, relating to or affecting the real property owned or leased at any time by the Companies or the Transferred Sub, including the Leased Premises; (iii) all written communications between the Companies, the Transferred Sub or Seller, on the one hand, and any Governmental Authority, on the other hand, arising under or relative to Environmental Laws, including, but not limited to, all Notices issued to the Companies, the Transferred Sub or Seller (or their respective Affiliates) and pertaining to the Leased Premises; and (iv) all outstanding citations issued under OSHA or its Canadian equivalent, or similar United States or Canadian federal, state, provincial, local or foreign statutes, laws, ordinances, codes, rules, regulations, orders, rulings or decrees, consent ordersrelating to or affecting the Companies, administrative orders the Transferred Sub or other orders, any real property owned or other administrative or judicial requirements outstanding under leased at any Environmental Law with respect to time by the Properties Companies or the Business;Transferred Sub, including, without limitation, the Leased Premises. (e) there has been no release or threat For purposes of release of Materials of Environmental Concern at or from this Section, the Propertiesfollowing terms shall have the meanings ascribed to them below: "Aboveground Storage Tank" shall have the meaning ascribed to such term in RCRA, or arising from any applicable Canadian, state, provincial or related to the operations of the Borrower local statute, law, ordinance, code, rule, regulation, order ruling, or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsdecree governing Aboveground Storage Tanks.

Environmental Matters. Except as disclosed in To the Exchange Act Documents Knowledge of Kingfish, Kingfish and its current or aspreviously owned or operated Participation Facilities and Loan Properties are, and have been, in the aggregatecompliance in all material respects with all applicable Environmental Laws, could except for violations which are not reasonably be expected likely to have a Material Adverse Effect: (a) Effect on Kingfish. To the facilities and properties ownedKnowledge of Kingfish, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containthere is no suit, and have not previously containedclaim, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofaction, or could give rise to liability underproceeding pending or threatened before any Governmental Entity, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability other forum in which Kingfish or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the its Loan Properties or the business operated Participation Facilities has been or, with respect to threatened proceedings may be named as a defendant or a potentially responsible party (i) for alleged noncompliance (including by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (cpredecessor) 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, with any Environmental Law, nor have or (ii) relating to the release into the environment of any Materials of Environmental Concern been generatedHazardous Material, treated, stored whether or disposed of not occurring at, on on, under, or under involving a site owned, leased, or operated by Kingfish, or any of its Loan Properties or Participation Facilities, except for such proceedings pending or threatened that are not reasonably likely to have a Material Adverse Effect on Kingfish. To the Properties in violation ofknowledge of Kingfish, no notice, notification, demand, request for information, citation, summons, or in a manner that could give rise order has been received, to liability underthe Knowledge of Kingfish, any applicable Environmental Law; (d) no judicial proceeding complaint has been filed, no penalty has been assessed, and to the Knowledge of Kingfish no investigation or governmental or administrative action review is pending or, to the knowledge Knowledge of Kingfish, is threatened by any Governmental Entity or other person relating to or arising out of any Environmental Law. To the Knowledge of Kingfish, there is no reasonable basis for any suit, claim, action, or proceeding of the Borrowertype as described in Section 6(g) of this Agreement, threatenedexcept as would not have a Material Adverse Effect on Kingfish. To the Knowledge of Kingfish, under any Environmental Law to which the Borrower or any Significant 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 of Hazardous Material in, on, under, or threat affecting any current or previously owned or leased real property of release t Kingfish or any of Materials of Environmental Concern at its Participation Facilities or from the any Loan Properties, except where such release does not or arising from or related is not reasonably likely to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Businesshave, in violation of or in amounts or in the aggregate, 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsMaterial Adverse Effect on Kingfish.

Environmental Matters. Except as disclosed (a) Each Credit Party and each of their Subsidiaries are and have been in compliance with all applicable Environmental Laws, except to the Exchange Act Documents extent that any such failure to comply (together with any resulting penalties, fines or as, in the aggregate, could forfeitures) would not reasonably be expected to have a Material Adverse Effect: (a) . All licenses, permits, registrations or approvals required for the facilities conduct of the business of each Credit Party and properties each of their Subsidiaries under any Environmental Law have been secured and each Credit Party and each of their Subsidiaries is and has been in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith would not reasonably be expected to have a Material Adverse Effect. No Credit Party nor any of their respective Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, in breach of, in default or liable under any applicable writ, order, judgment, injunction, or decree to which such Credit Party or such Subsidiary is a party or that would affect the ability of such Credit Party or such Subsidiary to operate any of their respective Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of, default or liability thereunder, except in each such case, such noncompliance, breaches, defaults or liabilities as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the knowledge of any Credit Party, threatened wherein an unfavorable decision ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower and Credit Parties or their Subsidiaries or on any property adjacent to any such Real Property, that are known by the Significant Credit Parties or as to which any Credit Party or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against any Credit Party or any of their Subsidiaries or any Real Property of a Credit Party or any of their Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the “Properties”) do not containownership, and have not previously containedoccupancy, any Materials use or transferability of Environmental Concern in amounts or concentrations or such Real Property under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;, except in each such case of clauses (i) and (ii), such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) neither Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower nor Credit Parties or any Significant Subsidiary has received of their Subsidiaries or (ii) released on or about any such Real Property, in each case where such occurrence or event is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or not in compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (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 the Borrower or any Significant 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 Significant 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 Laws that would reasonably be expected to 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsa Material Adverse Effect.

Environmental Matters. Except as disclosed set forth in the Exchange Act Documents or as, in the aggregate, could Schedule 4.12 and except as would not reasonably be expected to have result in a Material Adverse Effect: , (a) the facilities Acquired Assets are in compliance with all applicable Laws relating to pollution or the protection of the environment or human health and properties owned, leased or operated by the Borrower and the Significant Subsidiaries safety as it relates to Hazardous Materials (the “PropertiesEnvironmental Laws”) 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) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or Sellers have obtained and are in compliance with all material Permits that are required pursuant to Environmental Laws with regard to any for the occupation of their facilities and the operation of the Properties or the business operated by the Borrower Business, and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; Permits are in full force and effect; (c) Materials no Seller has received written or oral notice of any Proceeding relating to or arising under 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 the Borrower or any Significant Subsidiary is or will be named as a party Laws with respect to the Properties Acquired Assets or the Business, nor to Sellers’ Knowledge are there any consent decrees of the same being threatened against any Seller; (d) no Seller has received any written or other decrees, consent orders, administrative orders oral notice or other orders, report regarding any actual or other administrative or judicial requirements outstanding under any alleged violation of Environmental Law with respect or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to the Properties any of them or the Business; their facilities arising under Environmental Laws; (e) there no Seller has been no release received any written or threat of release of Materials of Environmental Concern at or from the Propertiesoral notice of, or entered into, any obligation, order, settlement, judgment, injunction, or decree involving outstanding requirements, including any investigatory, remedial or corrective Liabilities relating to or arising from or related to the operations of the Borrower or any Significant 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) none of the Properties following exists at any property or facility owned or leased by any Seller: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas; (g) no Seller has Released any Hazardous Material, into the environment at, onto, or from any property owned or leased by any Seller (and all operations at no such property is contaminated by any such substance) which has resulted in or would reasonably be expected to result in Liability for response costs, corrective action costs, personal injury, property damage or natural resources damages, or Claims relating to any Environmental Law; and (h) the Properties are transactions contemplated hereby will not result in complianceany Liabilities for site investigation or cleanup, and have in or require the last five years been in complianceconsent of any Person, with all applicable pursuant to any Environmental Laws, and there is no contamination at, under including any so-called “transaction-triggered” or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws“responsible property transfer” requirements.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant or any 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant or any of its Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed set forth in Section 4.11 of the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectCompany Disclosure Schedule: (a) the facilities The Company and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (i) are in compliance in all material respects with all, and, to the “Properties”knowledge of the Company, are not subject to any material liability with respect to any, applicable Environmental Laws, (ii) do not contain, hold or have applied for all Environmental Permits necessary to conduct their current operations and have not previously contained, any Materials of (iii) are in material compliance with their respective Environmental Concern Permits and such Environmental Permits are in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;full force and effect. (b) neither Neither the Borrower Company nor any Significant Subsidiary of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries is aware in violation of any notice of violationEnvironmental Law or liable for remediation, alleged violation, non-compliance, liability cost recovery 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 and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;contribution under CERCLA. (c) Neither the Company nor any of its Subsidiaries (i) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of 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 will give rise to any material liability underpursuant to any Environmental Law and, to the knowledge of the Company, no investigation, litigation or other proceeding is pending or threatened in writing with respect thereto, or (ii) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee that the Company reasonably believes will give rise to a material liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any . (d) To the knowledge of the Properties in violation ofCompany, or the Company has never released any Hazardous Substance in a manner that could has given or would give rise to liability under, any applicable Environmental Law;material liability. (de) no judicial proceeding or governmental or administrative action None of the Company Real Property is pending listed or, to the knowledge of the BorrowerCompany, threatenedproposed for listing, on the "National Priorities List" under any Environmental Law to which CERCLA, as updated through the Borrower date hereof, or any Significant Subsidiary is similar state list of sites requiring investigation 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 Significant 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;cleanup. (f) To the Properties and all operations at knowledge of the Properties Company, there are in complianceno underground storage tanks or above-ground storage tanks located on any Company Real Property which are now, and have or in the last five years been in compliancepast were, with used to store Hazardous Materials. "Company Real Property" shall mean all applicable Environmental Lawsreal property that is owned, and there leased or occupied by the Company or any of its Subsidiaries or that is no contamination at, under reflected as an asset of the Company or about any of its Subsidiaries on the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsCompany Balance Sheet.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect and, with respect to Section 3.24(a), (c) and (e) below, to the knowledge of the Borrower: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries or any 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 result in the Borrower incurring liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware has knowledge 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 and the Significant Subsidiaries or any Subsidiary (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened, which could result in the Borrower incurring liability under any Environmental Law; (c) neither the Borrower nor any Subsidiary 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 result in the Borrower incurring 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 violation of, or in a manner that could give rise to result in the Borrower 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 the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor nor, to the knowledge of the Borrower 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, Properties or any other location arising from or related to the operations of the Borrower or any Significant Subsidiary or 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 (gf) neither the Borrower nor any Significant Subsidiary has assumed by contract any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in Other than exceptions to any of the Exchange Act Documents following that could not, individually or as, in the aggregate, could not reasonably be expected to have result in the payment of a Material Adverse EffectEnvironmental Amount: (a) Holdings, the facilities Borrower and properties the Borrower's Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; and (ii) reasonably believe that compliance with all applicable Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense. (b) Materials of Environmental Concern are not present at, on, under, in, or about any real property now or formerly owned, leased or operated by Holdings, the Borrower and or any of the Significant 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 ofBorrower's Subsidiaries, or at any other location which could reasonably be expected to (i) give rise to material liability underof Holdings, any Environmental Law; (b) neither the Borrower nor any Significant 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 Borrower's Subsidiaries under any applicable Environmental Law or the business operated by otherwise result in costs to Holdings, the Borrower and or any of the Significant Subsidiaries Borrower's Subsidiaries, or (ii) materially interfere with Holdings', the “Business”)Borrower's or any of the Borrower's Subsidiaries' continued operations, nor does or (iii) materially impair the fair saleable value of any Real Estate owned or leased by Holdings, the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;of the Borrower's Subsidiaries. (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 arbitral proceeding (including any notice of violation or alleged violation) under or relating to a location that could give rise to liability under, any Environmental LawLaw to which Holdings, nor have any Materials of Environmental Concern been generated, treated, stored the Borrower or disposed of at, on or under any of the Properties in violation ofBorrower's Subsidiaries is, or in to the knowledge of Parent, Holdings or the Borrower will be, named as a manner party 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, Holdings or the Borrower, threatened. (d) None of Holdings, the Borrower or any of the Borrower's Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern. (e) None of Holdings, the Borrower or any of the Borrower's Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law. (f) Except as disclosed in filings made with the Securities and Exchange Commission for Parent, Holdings or the Borrower, none of Holdings, the Borrower or any of the Borrower's Subsidiaries has assumed or retained, by contract or operation of law, any material liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law to which the Borrower or any Significant 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 Material of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsConcern.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Sellers (with respect to the Targeted Businesses) and properties ownedthe Target Subsidiaries is in material compliance with the Environmental Laws, leased or operated which compliance includes, but is not limited to, the possession by the Borrower Targeted Businesses and each Target Subsidiary of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof. Neither the Sellers (with respect to the Targeted Businesses) nor any Target Subsidiary has received any communication (written or, to the Knowledge of the Sellers, oral), whether from a Governmental Entity, citizens group, employee or otherwise, that alleges that the Sellers (with respect to the Targeted Businesses), the Targeted Businesses or any Target Subsidiary is not in such compliance, and, to the Knowledge of the Sellers, there are no circumstances that may prevent or interfere with such compliance in the future. The Sellers have delivered to Purchaser prior to the execution of this Agreement all information that is in the possession of or reasonably available to the Sellers, the Targeted Businesses or any Target Subsidiary regarding environmental matters pertaining to, or the environmental condition of, the businesses of the Targeted Businesses and the Significant Target Subsidiaries or the compliance (or non-compliance) by the “Properties”) do not contain, and have not previously contained, Targeted Businesses or 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, Target Subsidiary with any Environmental Law;. (b) neither the Borrower nor any Significant Subsidiary has received or There is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with no Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (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 Claim pending or, to the knowledge Knowledge of the BorrowerSellers, threatened, under any Environmental Law to which threatened against the Borrower or any Significant Subsidiary is or will be named as a party Sellers (with respect to the Properties Targeted Businesses), the Targeted Businesses or any Target Subsidiary, or, to the BusinessKnowledge of the Sellers, nor are there against any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under Person whose liability for any Environmental Law Claim the Sellers (with respect to the Properties Targeted Businesses) or the Business;any Target Subsidiary have retained or assumed either contractually or by operation of law. (ec) To the Knowledge of the Sellers, there has been are no release past or threat present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of release any Materials of Environmental Concern, that would form the basis of any Environmental Claim against the Sellers (with respect to the Targeted Businesses) or any Target Subsidiary or, to the Knowledge of the Sellers, against any person or entity whose liability for any Environmental Claim the Sellers (with respect to the Targeted Businesses) have retained or assumed either contractually or by operation of law. (d) Without in any way limiting the generality of the foregoing, (i) all on-site and off-site locations where the Sellers (with respect to the Targeted Businesses) have stored, disposed or arranged for the disposal of Materials of Environmental Concern are identified in Part 3.15(d)(i) of the Disclosure Schedule, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Sellers for which Sellers (with respect to the Targeted Businesses) are legally or operationally responsible are identified in Part 3.15(d)(ii) of the Disclosure Schedule, (iii) except as set forth in Part 3.15(d)(iii) of the Disclosure Schedule, to the Knowledge of the Sellers (with respect to the Targeted Businesses), there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Sellers, and (iv) except as set forth in Part 3.15(d)(iv) of the Disclosure Schedule, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or from leased by the Properties, or arising from or Sellers related to the operations Targeted Businesses for which Sellers are legally or operationally responsible. (e) The Sellers have provided to Purchaser all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Sellers regarding environmental matters pertaining to or the environmental condition of the Borrower Targeted Businesses, or the compliance (or noncompliance) by the Sellers with any Significant Subsidiary in connection Environmental Laws with respect to 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;Targeted Businesses. (f) The Sellers are not required by virtue of the Properties and all operations at Transactions, or as a condition to 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 effectiveness of any Transactions, (i) to perform a site assessment for Materials of Environmental Law with respect Concern, (ii) to the Properties remove or the Business; and remediate Materials of Environmental Concern, (giii) neither the Borrower nor to give notice to or receive approval from any Significant Subsidiary has assumed Governmental Entity, or (iv) to record or deliver to any liability of person or entity any other Person under Environmental Lawsdisclosure document or statement pertaining to environmental matters.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each of CIT and its Subsidiaries and, to the facilities and properties ownedknowledge of CIT, leased or operated by each of the Borrower and the Significant Subsidiaries Participation Facilities (the “Properties”) do not containas hereinafter defined), and have not previously contained, any Materials of are in compliance with all 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) neither the Borrower nor any Significant Subsidiary has received There is no suit, claim, action or is aware of any notice of violationproceeding, 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 and the Significant Subsidiaries (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 BorrowerCIT, threatened, under before any Environmental Law to Governmental Entity or other forum in which the Borrower CIT, any of its Subsidiaries or any Significant Subsidiary is or will Participation Facility, has been or, with respect to threatened proceedings, could reasonably be expected to be, named as a party defendant (x) for alleged noncompliance (including by any predecessor) with respect any Environmental Laws, or (y) relating to the Properties release, threatened release or the Businessexposure to any Hazardous Material whether or not occurring at or on a site owned, nor are there leased or operated by CIT or any consent decrees of its Subsidiaries 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 BusinessParticipation Facility; (ec) To the knowledge of CIT during the period of (i) CIT's or any of its Subsidiaries' ownership or operation of any of their respective current or former properties or (ii) CIT's or any of its Subsidiaries' participation in the management of any Participation Facility, there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the Propertiesin, or arising from or related to the operations of the Borrower or any Significant 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 aton, under or about affecting any such property. To the Properties knowledge of CIT, prior to the period of (x) CIT's or violation any of its Subsidiaries' ownership or operation of any Environmental Law with respect to of their respective current or former properties or (y) CIT's or any of its Subsidiaries' participation in the Properties management of any Participation Facility, there was no release of Hazardous Materials in, on, under or the Businessaffecting any such property or Participation Facility; and (gd) neither The following definition applies for purposes of this Section 5.17: "Participation Facility" means any facility in which CIT or any of its Subsidiaries participates in the Borrower nor any Significant Subsidiary has assumed any liability management and, where required by the context, said term means the owner or operator of any other Person under Environmental Lawssuch facility.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effectset forth on Disclosure Schedule 5.17: (a) the facilities Assets, such Seller’s and properties ownedits Affiliates’ ownership and operation of the Assets, leased or and to such Seller’s Knowledge, all Third Parties’ operation of the Assets, are and, during the past four (4) years, have been in compliance in all material respects with all Environmental Laws; (b) all material Environmental Permits for operating the Assets operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containsuch Seller, and to such Seller’s Knowledge, all material Environmental Permits for operating the Assets operated by Third Parties, have not previously containedbeen obtained and are currently in full force and effect, and such Seller has not, nor to such Seller’s Knowledge, no Third Party has, received any Materials notice that any such existing Environmental Permit will be revoked or any pending application for any new material Environmental Permit or renewal of any existing material Environmental Concern Permit will be protested or denied; (c) there are no written material claims, demands, suits, investigations, requests for information, orders, or proceedings pending or threatened under Environmental Law against such Seller with respect to the Assets or its ownership or operation thereof; (d) there has been no Release or, to such Seller’s Knowledge, threatened Release of Hazardous Substances at, on, under or from the Assets that is in amounts or concentrations or under circumstances that constitute or constituted a material violation of, or could give rise that would be reasonably expected to result in a material liability under, any Environmental Law; Law and there is no material Remediation required of such Seller under any Environmental Law as a result of any: (bi) neither presence, Release or, to such Seller’s Knowledge, threatened Release of Hazardous Substances at, on, under or from (x) the Borrower nor Assets or (y) any Significant Subsidiary real property offsite the Assets where such Seller 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 and the Significant Subsidiaries (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 ofdisposed, or in a manner arranged for the transport or to a location that could give rise to liability underdisposal, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored Hazardous Substances generated at the Assets; or disposed (ii) violation 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 the Borrower or any Significant 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) to such Seller’s Knowledge, there has been no release exposure of any Person or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related property to the operations of the Borrower or any Significant Subsidiary Hazardous Substances in connection with such Seller’s ownership or operation of the Properties Assets that would reasonably be expected to form the basis for a material claim for damages 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 Lawscompensation; (f) the Properties and all operations at the Properties such Seller has not entered into, nor is such Seller subject to, any agreements, consents, orders, decrees, judgments, settlements or other directives of any Governmental Authority that are in complianceexistence as of the date of this Agreement and impose material obligations, and have restrictions or liabilities under Environmental Law, including any changes in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under present or about the Properties or violation future operation of any Environmental Law with respect to of the Properties or the BusinessAssets; and (g) neither such Seller has made available to Buyer complete and correct copies of all environmental assessments and studies and all similar documentation and correspondence addressing potentially material environmental liabilities or obligations relating to the Borrower nor any Significant Subsidiary has assumed any liability Assets or the ownership or operation thereof that are in possession of any other Person under Environmental Lawssuch Seller.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and its Subsidiaries now or in the Significant Subsidiaries (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 (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof, except for any such noncompliance or contamination that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) Neither the Borrower nor any Significant Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the 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 to or from the Properties properties owned, leased or operated by the Borrower 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 liability under, any applicable Environmental LawLaws, except where such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (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 the Borrower or any Significant 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 Borrower, any Subsidiary 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 the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") that are not otherwise subject to an Environmental Indemnity Agreement 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, of or (ii) could reasonably be expected to give rise to liability under, any Environmental Law;, except for any such violation or liability, together with any other such violations or liabilities, which would not reasonably be expected to have a Material Adverse Effect or, with respect to any Property, an Individual Property Material Adverse Effect. (b) neither To the best knowledge of the Borrower, the Properties and all operations at the Properties (in each case, that are otherwise not subject to an Environmental Indemnity Agreement) are in compliance in all material respects 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 such Properties or the business operated by the Borrower or any of its Subsidiaries (the "Business") except for such non-compliance, contamination or violations, together with any other such non-compliance, contamination or violations, which would not reasonably be expected to have a Material Adverse Effect or, with respect to any Property, an Individual Property Material Adverse Effect, or which could materially interfere with the continued operation of such Properties or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any Significant Subsidiary 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 (other than any Properties that are subject to an Environmental Indemnity Agreement) or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;, except for any such violation, alleged violation, non-compliance, liability or potential liability, together with all other such violations, alleged violations, non-compliance, liabilities or potential liabilities, which would not reasonably be expected to have a Material Adverse Effect or, with respect to any Property, an Individual Property Material Adverse Effect. (cd) To the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties (other than any Properties that are subject to an Environmental Indemnity Agreement) in violation of, or in a manner or to a location that which 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 such Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;Law except, for such transportation, disposal, generation, treatment or storage, together with all such other transportations, disposals, generations, treatments or storage, which would not reasonably be expected to have a Material Adverse Effect or, with respect to any Property, an Individual Property Material Adverse Effect. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its 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 (other than any Properties subject to an Environmental Indemnity Agreement) or the Business;Business except for any such action, decree, order, other administrative or judicial requirement, together with all such other actions, decrees, orders, other administrative or judicial requirements, which would not reasonably be expected to have a Material Adverse Effect or, with respect to any Property, an Individual Property Material Adverse Effect. (ef) To the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesProperties (other than those that are subject to an Environmental Indemnity Agreement), or arising from or related to the operations of the Borrower or any Significant Subsidiary of its Subsidiaries in connection with the such Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in complianceLaws except for any such release, and have in the last five years been in compliance, together with all applicable Environmental Lawssuch other releases, and there is no contamination atwhich would not reasonably be expected to have a Material Adverse Effect or, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsProperty, an Individual Property Material Adverse Effect.

Environmental Matters. Except as disclosed in to the Exchange Act Documents or as, in the aggregate, extent that no Material Adverse Effect could not reasonably be expected to have a Material Adverse Effectresult therefrom: (a) the facilities and The properties owned, leased or operated by the Borrower each Credit Party and the Significant Subsidiaries (the “Properties”) each Subsidiary thereof now do not contain, and to the knowledge of any Responsible Officer 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) neither Each Credit Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith, to the Borrower knowledge of any Responsible Officer are and have been in compliance with all applicable Environmental Laws, and, to the knowledge of any Responsible Officer, 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; (c) No Credit Party nor any Significant Subsidiary thereof 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower any Responsible Officer of 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 any Responsible Officer 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 reasonably be expected to give rise to liability under, any Environmental LawLaws, nor to the knowledge of any Responsible Officer 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 reasonably be expected to 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 Responsible Officer, threatened, under any Environmental Law to which the Borrower any Credit Party or any Significant Subsidiary thereof is or will be named as a party with respect to the Properties or the Businesspotentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, or to the Properties knowledge of any Responsible Officer, with respect to any real property owned, leased or the Business;operated by any Credit Party or any Subsidiary thereof or operations conducted in connection therewith; and (ef) To the knowledge of any Responsible Officer 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 or related to the operations of the Borrower operated by any Credit Party or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could is not and would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole: (i) Parent and each of its Subsidiaries have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containconducted their respective businesses in compliance with all, and have not previously containedviolated any, applicable Environmental Laws; (ii) Parent and its Subsidiaries have obtained all Environmental Permits of all Governmental Entities; (iii), to the knowledge of Parent, there has been no release of any Hazardous Substance by Parent or any of its Subsidiaries or, to the knowledge of Parent, any Materials other Person in any manner that has given or would reasonably be expected to give rise to any remedial or investigative obligation, corrective action requirement or liability of Parent or any of its Subsidiaries under applicable Environmental Concern Laws; (iv) neither Parent nor any of its Subsidiaries has received any claims, notices, demand letters or requests for information (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local, foreign or provincial Governmental Entity or any other Person asserting that Parent or any of its Subsidiaries is 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; ; (bv) neither the Borrower nor any Significant Subsidiary no Hazardous Substance has received been disposed of, arranged to be disposed of, released or is aware transported in violation 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 and the Significant Subsidiaries (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 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 in violation of, or in a manner that could has given rise to, or that would reasonably be expected to give rise to liability underto, any applicable liability under any Environmental Law; (d) no judicial proceeding , in each case, on, at, under or governmental from any current or administrative action is pending orformer properties or facilities owned or operated by Parent or any of its Subsidiaries or as a result of any operations or activities of Parent or any of its Subsidiaries at any location and, to the knowledge of the BorrowerParent, threatenedHazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in liability to Parent or any of its Subsidiaries under any Environmental Law; and (vi) neither Parent, its Subsidiaries nor any of their respective properties or facilities are subject to, or are threatened to become subject to, any liabilities relating to any suit, settlement, court Order, administrative Order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect agreement relating 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsenvironmental liabilities.

Environmental Matters. Except as disclosed (a) The properties owned or operated by the Borrower and the Subsidiaries (the "Properties") do not contain any Hazardous Materials in the Exchange Act Documents amounts or asconcentrations that constitute a violation of, or could give rise to under, any Environmental Law, other than such violations and liabilities that, individually and in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect:. (ab) the facilities The Properties and properties owned, leased or operated by all operations of the Borrower and the Significant Subsidiaries (the “Properties”) do not containare in compliance, and in the last six years have been in compliance, with all Environmental Laws, and all Environmental Permits have been obtained and are in effect, other than such items that, individually and in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) There have not previously containedbeen any Releases or threatened Releases at, any Materials from, under or, to the knowledge of Environmental Concern the Borrower, proximate to the Properties or otherwise in amounts connection with the operations of the Borrower or concentrations the Subsidiaries, which Releases or under circumstances that constitute or constituted threatened Releases, in the aggregate, could reasonably be expected to result in a violation of, or could give rise to liability under, any Environmental Law;Material Adverse Effect. (bd) neither Neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability an Environmental Claim in connection with the Properties or potential liability regarding environmental matters the operations of the Borrower or compliance with Environmental Laws the Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, or to the knowledge of the Properties Borrower by operation of law or otherwise, which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, nor do the Borrower or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have any knowledge or reason to believe that any such notice will is likely to be received or is being threatened;. (ce) 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 LawProperties, 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 Property in a manner that could reasonably be expected to give rise to any material liability under, under any applicable Environmental Law; (d) no judicial proceeding , nor has the Borrower or governmental Subsidiary retained or administrative action is pending orassumed any liability, contractually, or to the knowledge of the BorrowerBorrower by operation of law or otherwise, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties generation, treatment, storage or the Businessdisposal of Hazardous Materials, nor are there any consent decrees which transportation, generation, treatment, storage or other decrees, consent orders, administrative orders or other ordersdisposal, or other administrative retained 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 Propertiesassumed liabilities, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of individually or in amounts or the aggregate, could reasonably be expected to result 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsMaterial Adverse Effect.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant or any 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant or any of its Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as disclosed in of the Exchange Act Documents or asEffective 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 or any Borrower, leased or operated by the Borrower and the Significant Subsidiaries (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) neither To the Borrower best knowledge of Kimco or any Borrower, 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 contamination at, under or about the Properties, or violation of any Environmental Law with respect to the Properties. (c) Neither Kimco nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries (the “Business”)Properties, nor does the Kimco or any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of Kimco or any Borrower, 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 Kimco or any Borrower, threatened, under any Environmental Law to which the Borrower Kimco or any Significant Subsidiary of its Subsidiaries is or, to the knowledge of Kimco or any Borrower, 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 or any Borrower, 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 Significant Subsidiary 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could has not reasonably be expected to have had a Company Material Adverse Effect: : (ai) neither Company’s conduct nor its operation or the facilities and properties conduct or operation of its Subsidiaries nor any condition of any property presently or previously owned, leased or operated by the Borrower and the Significant any of them (including in a fiduciary or agency capacity), violates or has violated Environmental Laws; (ii) there has been no release of any Hazardous Substance by Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, in any Materials of Environmental Concern in amounts manner that has given or concentrations or under circumstances that constitute or constituted a violation of, or could would reasonably be expected to give rise to any remedial obligation, corrective action requirement or liability underunder applicable Environmental Laws; (iii) since December 31, any Environmental Law; (b) 2007, neither the Borrower Company nor any Significant Subsidiary of its Subsidiaries has received any written claims, notices, demand letters or is aware requests for information (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any Governmental Entity or any other Person asserting that Company or any of its Subsidiaries or the operation or condition of any notice of violationproperty ever owned, alleged violationleased, non-compliance, liability operated 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 and the Significant Subsidiaries (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, 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 responsibility (or potential responsibility) for the cleanup or other remediation of any Materials of Environmental Concern been generatedpollutants, treatedcontaminants or hazardous or toxic wastes, stored substances or disposed of materials at, on on, beneath or under originating from any of the Properties such property; (iv) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation ofof any applicable Environmental Law, or in a manner that could has given rise to, or that would reasonably be expected to give rise to liability underto, any applicable liability under any Environmental Law; (d) , from any current or former properties or facilities while owned or operated by Company or any of its Subsidiaries or as a result of any operations or activities of Company or any of its Subsidiaries at any location, and no judicial proceeding other condition has existed or governmental event has occurred with respect to Company or administrative action is pending orany of its Subsidiaries or any such properties or facilities that, with notice or the passage of time, or both, would be reasonably likely to result in liability under Environmental Laws, and, to the knowledge of the BorrowerCompany, threatenedHazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in liability to Company or any of its Subsidiaries under any Environmental Law; and (v) neither Company, its Subsidiaries nor any of their respective properties or facilities are subject to, or are, to Company’s knowledge, threatened to become subject to, any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law to which the Borrower or any Significant Subsidiary is agreement relating to environmental liabilities. (b) As used herein, “Environmental Law” means any Law relating to (i) the protection, preservation or will be named as a party with respect restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, including the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act and the Occupational Safety and Health Act; regulations promulgated thereunder, and state counterparts 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsforegoing.

Environmental Matters. Except To the best knowledge of the Borrower, except as may be disclosed on Schedule 3.13 and except to the extent that the aggregate cost of any remediation or other expense to the Borrower or any Subsidiary as a consequence of the failure of any of the following representations to be true and correct does not exceed $1,000,000, 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 Exchange Act Documents Borrower or as, in any Subsidiary (the aggregate, could not reasonably be expected to have a Material Adverse Effect:“Properties”): (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) 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 LawLaws; (b) the Properties and all operations and facilities at the Properties are in compliance with Environmental Laws in all material respects, and there is no Materials of Environmental Concern contamination or 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) neither the Borrower nor any Significant Subsidiary has received or is aware of 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 Properties, nor is the Borrower and the Significant Subsidiaries (the “Business”), nor does aware that any Governmental Authority is contemplating delivering to the Borrower have knowledge or reason to believe that any Subsidiary any such notice will be received or is being threatenednotice; (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 its Subsidiaries and in violation of, or in a manner that could give rise to liability under, any applicable material compliance with all Environmental Law;Laws; and (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 the Borrower or any Significant Subsidiary of its Subsidiaries 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 the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could --------------------- would not reasonably be expected to have a Material Adverse Effect: (a) to the best knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and the Significant or any 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant or any of its Subsidiaries (the “"Business”"), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) to the best knowledge of the Borrower, 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 the Borrower or any Significant 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) to the best knowledge of the Borrower, 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 Significant 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) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in (i) To the Exchange Act Documents or asbest knowledge of the Borrowers, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities properties of ACC and properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) 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 material violation of, or (B) could give rise to material liability under, any applicable Environmental LawLaws; (bii) neither 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 Borrower best knowledge of the Borrowers, there is no contamination at or under such properties or such operations in violation of applicable Environmental Laws or which could materially interfere with the continued operation of such properties or, if such properties are owned by any such Person, materially impair the fair saleable value thereof; (iii) Neither ACC nor any Significant Subsidiary thereof has received or is aware of any notice of material 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 the Borrower and the Significant Subsidiaries (the “Business”)operations conducted in connection therewith, nor does the Borrower ACC 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 ACC and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to material liability under, any Environmental LawLaws, nor to the best knowledge of the Borrowers, 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 material violation of, or in a manner that could give rise to material liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending orpending, or to the best knowledge of the BorrowerBorrowers, threatened, under any Environmental Law to which the Borrower ACC or any Significant 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 release, or to the best knowledge of the Borrowers, threat of release release, of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary 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 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed set forth in Section 2.22 of the Exchange Act Documents St. Jxxxxx Disclosure Schedule (i) St. Jxxxxx and its Subsidiaries are in material compliance with all Environmental Laws; (ii) there are no Tanks on or asabout any St. Jxxxxx Property; (iii) there are no Hazardous Materials on, in below or above the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant 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 surface of, or could give rise migrating to liability under, any Environmental Law; or from St. Jxxxxx Property; (biv) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or St. Jxxxxx Bank does not have loans outstanding secured by real property that are not in material compliance with Environmental Laws with regard or which has a leaking Tank or upon which there are Hazardous Materials on or migrating to any or from; and (v) without limiting the foregoing representations and warranties contained in clauses (i) through (iv), as of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)date of this Agreement there is no claim, 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 ofaction, suit, 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 notice thereof before any Governmental Authority pending or, to the knowledge of the BorrowerSt. Jxxxxx, threatened, under any Environmental Law to which the Borrower threatened against St. Jxxxxx or any Significant Subsidiary is of its Subsidiaries 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 Significant 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, concerning property securing St. Jxxxxx Bank’s loans and there is no contamination atoutstanding judgment, under order, writ, injunction, decree, or about award against or affecting St. Jxxxxx Property or property securing St. Jxxxxx Bank loans, relating to the Properties foregoing representations (i)—(iv), in each case the noncompliance with which, or the presence of which would have a Material Adverse Effect. Neither St. Jxxxxx nor St. Jxxxxx Bank has received any notice from any Person or entity that St. Jxxxxx or St. Jxxxxx Bank or the operation of any facilities or any property owned by either of them, or held as a trust asset, are or were in violation of any Environmental Law with respect to Laws or that either of them is responsible (or potentially responsible) for the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability cleanup of any other Person under Environmental Lawspollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on or beneath any such property.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse EffectEffect and as set forth on Schedule 5.17: (a) the facilities and properties owned, owned or leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) , which Properties as of the date of this Agreement are set forth on Schedule 5.17(a)), to the best knowledge of such Group Members in the case of leased 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries 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 the Borrower or any Significant Subsidiary 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 the Borrower or any Significant Subsidiary Group Member in connection with the Properties Properties, any facilities or properties formerly owned, leased or operated by any Group Member 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) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. 4.15.1. Except as disclosed may be set forth in the Exchange Act Documents or asFSBI DISCLOSURE SCHEDULE 4.15 and any Phase I Environmental Report identified therein, in the aggregate, could not reasonably be expected with respect to have a Material Adverse EffectFSBI and each FSBI Subsidiary: (aA) Each of FSBI and the facilities FSBI Subsidiaries, the Participation Facilities, and, to FSBI’s Knowledge, the Loan Properties are, and properties have been, in substantial compliance with, and are not liable under, any Environmental Laws; (B) FSBI has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to FSBI’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or any of the FSBI Subsidiaries 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 into the environment of any Materials of Environmental Concern (as defined herein), whether or not occurring at or on a site owned, leased or operated by it or any of the Borrower FSBI Subsidiaries or any Participation Facility; (C) FSBI has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to FSBI’s Knowledge no such action is threatened, before any court, governmental agency or other forum relating to or against any Loan Property (or FSBI or any of the FSBI Subsidiaries 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 presence of or release into the environment of any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by a Loan Property; (D) To FSBI’s Knowledge, the properties currently owned or operated by FSBI or any FSBI Subsidiary (including, without limitation, soil, groundwater or surface water on, or under the properties, and the Significant Subsidiaries (the “Properties”buildings thereon) are not contaminated with and do not contain, and have not previously contained, otherwise contain any Materials of Environmental Concern other than as permitted under applicable Environmental Law; (E) Neither FSBI nor any FSBI Subsidiary has received any written notice, demand letter, executive or administrative order, directive or request for information from any federal, state, local or foreign governmental entity or any third party 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; (bF) neither the Borrower nor To FSBI’s Knowledge, there are no underground storage tanks on, in or under any Significant Subsidiary has received properties owned or is aware of any notice of violation, alleged violation, non-compliance, liability operated by FSBI or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties FSBI Subsidiaries or the business any Participation Facility, and to FSBI’s Knowledge, no underground storage tanks have been closed or removed from any properties owned or operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge FSBI 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, FSBI Subsidiaries or in a manner that could give rise to liability under, any applicable Environmental Law;Participation Facility; and (dG) no judicial proceeding To FSBI’s Knowledge, during the period of (s) FSBI’s or governmental or administrative action is pending or, to the knowledge any of the Borrower, threatened, under FSBI Subsidiaries’ ownership or operation of any Environmental Law to which the Borrower of their respective current properties or (t) FSBI’s or any Significant Subsidiary is or will be named as a party with respect to of the Properties or FSBI Subsidiaries’ participation in the Businessmanagement of any Participation Facility, 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 contamination by or release of Materials of Environmental Concerns in, on, under or threat affecting such properties that could reasonably be expected to result in material liability under the Environmental Laws. To FSBI’s Knowledge, prior to the period of (x) FSBI’s or any of the FSBI Subsidiaries’ ownership or operation of any of their respective current properties or (y) FSBI’s or any of the FSBI Subsidiaries’ participation in the management of any Participation Facility, there was no contamination by or release of Materials of Environmental Concern at or from the Propertiesin, or arising from or related to the operations of the Borrower or any Significant 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 aton, under or about affecting such properties that could reasonably be expected to result in material liability under the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except As of the date of this Agreement and as disclosed in of the Exchange Act Documents or as, in Purchase Date for the aggregate, could not reasonably be expected to have a Material Adverse Effectpurchase of any Purchased Assets hereunder: (ai) To the facilities best knowledge of Seller, no properties owned or leased by Seller and no properties ownedformerly owned or leased by Seller, leased its predecessors, or operated by the Borrower and the Significant Subsidiaries any former subsidiaries or predecessors thereof (the “Properties”) do not ), contain, and or 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 reasonably could be expected to give rise to liability under, any Environmental LawLaws; (bii) neither To the Borrower nor best knowledge of Seller, Seller is in compliance with all applicable Environmental Laws, and there is no violation of any Significant Subsidiary Environmental Laws which reasonably would be expected to interfere with the continued operations of Seller; (iii) Seller has not received or is aware of any 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 or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Law, nor does the Borrower Seller have any actual knowledge or reason to believe that any such notice will be received or is being threatened; (civ) To the best knowledge of Seller, Materials of Environmental Concern have not been transported or disposed of from the Properties by Seller in violation of, or in a manner or to a location that could which reasonably would be expected to give rise to liability under, any applicable Environmental Law, nor have any Materials of Environmental Concern been has Seller generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably would be expected to give rise to liability under, any applicable Environmental Law; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerSeller, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Seller 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 arising out of judicial proceedings or governmental or administrative actions, outstanding under any Environmental Law with respect to the Properties or the Businesswhich Seller is a party; (evi) To the best knowledge of Seller, 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 Significant 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 reasonably would 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 Businessfor which Seller may become liable; and (gvii) neither to the Borrower nor any Significant Subsidiary has assumed any liability best knowledge of any other Person under Environmental LawsSeller, each of the representations and warranties set forth in the preceding clauses (i) through (vi) is true and correct with respect to each parcel of real property owned or operated by Seller.

Environmental Matters. ANCX represents and warrants to UBSH that: (i) It and each of its Subsidiaries are in compliance, in all material respects, with all applicable Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Except as disclosed in the Exchange Act Documents has not had or as, in the aggregate, could would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ANCX, neither it nor any of its Subsidiaries has received written notice of pending, and has no Knowledge of any threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that is reasonably likely to result in the imposition of, any material liability arising under any Environmental Laws upon (A) it or such Subsidiary, (B) any Person whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of Law, (C) any real or personal property owned or leased by it or any Subsidiary, or any real or personal property which it or any Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the management of, or (D) any real or personal property in which it or a Subsidiary holds a security interest securing a Loan recorded on the books of it or such Subsidiary. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, Governmental Authority, regulatory agency or third party imposing any such liability, in each case, that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ANCX. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim or other claim or action or governmental investigation that could result in the imposition of any liability arising under any Environmental Laws against it or any of its Subsidiaries or against any Person whose liability for any Environmental Claim it or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of Law that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:. (aiv) For purposes of this Agreement, the facilities and properties owned, leased or operated by following terms shall have the Borrower and the Significant 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) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (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 the Borrower or any Significant 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. (i) Except as disclosed described in Section 3.3(q) of its Disclosure Letter, it and each of its Subsidiaries are in material compliance with all Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Neither it nor any of its Subsidiaries has received written notice of pending, and has no Knowledge of any threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that is reasonably likely to result in the Exchange Act Documents imposition of, any material liability arising under any Environmental Laws upon (A) it or assuch Subsidiary, (B) any person or entity whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of law, (C) any real or personal property owned or leased by it or any Subsidiary, or any real or personal property which it or any Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant 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 management of, or (D) any real or personal property in which it or a Subsidiary holds a security interest securing a loan recorded on the books of it or such Subsidiary. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any such liability. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could give rise to liability under, reasonably form the basis of any Environmental Law; (b) neither Claim or other claim or action or governmental investigation that could result in the Borrower nor any Significant Subsidiary has received or is aware imposition 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 and the Significant Subsidiaries (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, arising under any Environmental Law to which the Borrower Laws against it or any Significant Subsidiary is of its Subsidiaries or will be named as a party with respect to the Properties against any person 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 entity whose liability for any Environmental Law with respect to the Properties Claim it or the Business;any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (eiv) there has been no release or threat For purposes of release of Materials of Environmental Concern at or from this Agreement, the Properties, or arising from or related to following terms shall have the operations of the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. (a) Seller is, and has been, in material compliance with all Environmental Laws, which compliance includes the possession, maintenance of, compliance with or application for all Permits required under applicable Environmental Laws (“Environmental Permits”) for the operation of the Business as currently conducted, and Seller has no knowledge that any such Environmental Permit will not be re-issued on substantially the same terms as currently in effect. Any such Environmental Permits that require approval by any Governmental Authority to be transferred to Buyer are listed in Section 4.20 of the Disclosure Schedule; (b) Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) , Seller has not disposed of, released, or discharged any Hazardous Materials on, at, under, in or from any Real Property currently or, to the facilities and properties Knowledge of Seller, formerly owned, leased or operated by the Borrower and the Significant Subsidiaries it or any of its Affiliates or predecessors or at any other location that is (the “Properties”i) 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) neither the Borrower nor any Significant 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 currently subject to any investigation, remediation or monitoring or (ii) reasonably likely to result in any Liability to Seller, in either case of the Properties (i) or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that ii) under any such notice will be received or is being threatenedapplicable Environmental Laws; (c) Materials of To Seller’s Knowledge, Seller has not (i) produced, processed, manufactured, generated, transported, treated, handled, used or stored any Hazardous Materials, except in material compliance with Environmental Concern have not been transported or disposed of from the Properties in violation ofLaws, or in a manner (ii) exposed any employee or any third party to a location that could any Hazardous Materials under circumstances 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 material Liability under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) Seller has not received written notice of and there is no judicial proceeding Action pending, or governmental or administrative action is pending or, to the knowledge Knowledge of the BorrowerSeller, threatenedthreatened against Seller, alleging any Liability or responsibility under or non-compliance with any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law Law. Seller is not subject to which the Borrower any Governmental Order, settlement agreement or other written agreement by or with any Significant Subsidiary is Governmental Authority or will be named as a third party imposing any Liability with respect to any of 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 Businessforegoing; (e) there Seller has been no release not assumed or threat retained any Liabilities under any applicable Environmental Laws of release any other Person, including in any acquisition or divestiture of Materials of Environmental Concern at any property or from the Properties, or arising from or related to the operations of the Borrower or any Significant 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;business; and (f) the Properties Seller has provided copies of all environmental audits, assessments, investigation reports prepared by or on behalf of Seller and all operations at the Properties are in compliance, and have in the last five years been in compliance, copies of material correspondences with all applicable Governmental Authorities relating to compliance with Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties Laws or the Business; and (g) neither environmental condition of the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsproperty.

Environmental Matters. Except as disclosed in (a) To the Exchange Act Documents or asKnowledge of the Company, each of the Company and its Subsidiaries, their respective facilities and properties, and their respective Loan Collateral are, and have been, in the aggregatecompliance with all Environmental Laws, except those violations that could not reasonably be expected to have a Material Adverse Effect:Effect on the Company. (ab) To the Knowledge of the Company, there is no Litigation pending or threatened before any court, governmental agency, or authority, or other forum in which any of the Company and its Subsidiaries or any of their respective facilities and or properties has been or, with respect to threatened Litigation, may reasonably be expected to be, named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the release into the environment of any Hazardous Material, whether or not occurring at, on, under, or involving a site owned, leased leased, or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts Company or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant 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 its Subsidiaries or any of their facilities or properties, except for such Litigation pending or threatened that could not reasonably be expected to have a Material Adverse Effect on the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;Company. (c) Materials To the Knowledge of the Company, there is no Litigation pending or threatened before any court, governmental agency or authority or other forum in which any of its Loan Collateral (or the Company or any of its Subsidiaries in respect of such Loan Collateral) has been or, with respect to threatened Litigation, may reasonably be expected to be named as a defendant or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any Environmental Concern Law or (ii) relating to the release into the environment of any Hazardous Material, whether or not occurring at, on, under, or involving Loan Collateral, except for such Litigation pending or threatened that could not reasonably be expected to have a Material Adverse Effect on the Company. (d) To the Knowledge of the Company, no facts exist that provide a reasonable basis for any Litigation of a type described in subsections (b) or (c), except such as could not reasonably be expected to have a Material Adverse Effect on the Company. (e) To the Knowledge of the Company, during and prior to the period of (i) any of the Company's or its Subsidiaries' ownership or operation of any of their respective current properties, (ii) any of the Company's or its Subsidiaries' participation in the management of any facility or property, or (iii) any of the Company's or Subsidiaries' holding of a security interest in Loan Collateral, there have been transported no releases of Hazardous Material in, on, under, or disposed affecting (or potentially affecting) such properties, except such as could not reasonably be expected to have a Material Adverse Effect on the Company. (f) To the Knowledge of from the Properties in violation ofCompany, except as could not reasonably be expected to have a Material Adverse Effect on the Company, there is no asbestos or asbestos-containing material at its or its Subsidiaries' facilities or properties that is friable, capable of becoming airborne, or in any state or condition which would render the site or building in noncompliance with applicable laws or regulations. (g) To the Knowledge of the Company, except as could not reasonably be expected to have a manner Material Adverse Effect on the Company, there are no above- 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 underground storage tanks or disposed of related equipment (including without limitation pipes and lines) at, on or under any of the Properties in violation of, its or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding its Subsidiaries' facilities or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant 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 Significant 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 complianceproperties, and that all such tanks and equipment, if any, previously located thereat, thereon or thereunder have been removed or closed in the last five years been place in compliance, accordance with all applicable Environmental Lawslaws and regulations, including without limitation the preparation and there is no contamination at, under or about the Properties or violation filing of any Environmental Law required closure certification with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability North Carolina Department of any other Person under Environmental LawsEnvironment and Natural Resources.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities Real Properties, and such other amusement parks, attractions or real properties ownedoperated solely by Parent or its Subsidiaries, leased or operated by in respect of which Parent or any of its Subsidiaries would be liable as an owner, operator or other occupant under any Environmental Law (collectively, together with the Borrower and the Significant Subsidiaries (Real Properties, the “Operated Properties”) ), do not contain, and and, to their 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) neither the Borrower Parent nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, violation or alleged violationviolation (which has not been remediated and finally settled in accordance with Environmental Law) of, non-compliancecompliance with, or its respective liability or potential liability regarding environmental matters or compliance with under, Environmental Laws with regard to any of the Operated Properties or the business operated by the Borrower and the Significant Parent or any of its Subsidiaries (the “Business”), nor does 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 Operated Properties by or on behalf of Parent, Borrower or their Subsidiaries 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 Operated Properties in violation of, or in a manner that could give rise to liability to Parent, the Borrower or any Subsidiary under, any applicable Environmental Law which have not been remediated and finally settled in accordance with Environmental Law; (d) no judicial proceeding or governmental or administrative action Environmental Claim is pending or, to the knowledge of Parent and the Borrower, threatened, under any Environmental Law to which the Borrower Parent or any Significant Subsidiary is or will would reasonably be expected to be named as a party with respect to the Operated Properties or the Business, nor are there has Parent or any Subsidiary received written notice of any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements of any Governmental Authority outstanding under any Environmental Law with respect to the Operated Properties or the Business; (e) there has been no release Release or threat of release threatened Release of Materials of Environmental Concern at or from the Properties, Operated Properties or arising from or related to the operations of the Borrower Parent or any Significant Subsidiary in connection with the Operated 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 LawsLaws which have not been remediated and finally settled in accordance with Environmental Law; (f) the Operated Properties and all operations at the Properties Business are in compliance, and have in during the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Operated Properties or nor any violation of any Environmental Law with respect to the Operated Properties or the Business; and (g) neither the Borrower Parent nor any Significant Subsidiary has assumed or retained any liability of any other Person under Environmental LawsLaws (other than assumptions by operation of law in connection with Acquisitions or with the acquisition of any Real Properties).

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and its Subsidiaries now or in the Significant Subsidiaries (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 (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, 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 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; (iii) Neither the Borrower nor any Significant Subsidiary thereof has received or is aware any written notification 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 the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the 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 to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in material violation of, or in a manner or to a location that which could give rise to 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 material violation of, or in a manner that could give rise to 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 the Borrower or any Significant 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 Borrower, any Subsidiary 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 the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) All Phase One, Phase Two, and other environmental assessments or reports, and all environmental compliance audits of or relating to the Mortgaged Properties (the “Environmental Reports”) in the possession or reasonable control of the Loan Parties, their consultants and advisors have been made available to the Lenders. (b) Except as disclosed in the Exchange Act Documents or Environmental Reports, and as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (ai) the facilities and Mortgaged Properties and, to the knowledge of the Borrowers, all other properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Loan Parties 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; (bii) neither the Borrower nor any Significant Subsidiary no 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 Environmental Laws with regard to any of the Mortgaged Properties or the business operated by the Borrower and the Significant Subsidiaries any Loan Party (the “Business”), nor does the any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (ciii) Materials of Environmental Concern have not been transported or disposed of by the Loan Parties, or to Borrowers’ knowledge, by any other Parties from the Mortgaged 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 by Borrowers at, on or under any of the Mortgaged Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (div) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerBorrowers, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Significant Subsidiary Loan Party is or will be named as a party with respect to the Mortgaged 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 Mortgaged Properties or the Business; (ev) there has been no release or threat of release of Materials of Environmental Concern at or from the Mortgaged Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Loan Party in connection with the Mortgaged 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 (gvi) neither the Borrower nor any Significant Subsidiary no Loan Party has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Parent and Sub are, and have been, in material compliance with all applicable environmental laws and with all rules, regulations, standards and requirements of the facilities EPA and properties of state and local agencies with jurisdiction over pollution or protection of the environment. (b) There is no suit, claim, action or proceeding pending or, to the best knowledge of Parent, threatened, before any Governmental Entity or other forum in which Parent or Sub have been or, with respect to threatened proceedings, may be named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of any Hazardous Materials or Oil whether or not occurring at or on a site owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts Parent or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant 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 and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;Sub. (c) Materials Neither Parent nor Sub has received any notice regarding a matter on which a suit, claim, action or proceeding as described in subsection (b) of Environmental Concern this Section 4.16 could reasonably be based. No facts or circumstances have not been transported come to Parent's attention which have caused either to believe that a material suit, claim, action or disposed proceeding as described in subsection (b) of from the Properties in violation of, or in a manner or this Section 4.16 could reasonably be expected 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;occur. (d) no judicial proceeding or governmental or administrative action is pending or, to During the knowledge period of the Borrowerownership or operation by Parent or Sub of any of their respective current properties, threatened, under any Environmental Law to which the Borrower or any Significant 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 Significant 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 presence in the last five years been in complianceEnvironment of Hazardous Material or Oil in, with all applicable Environmental Laws, and there is no contamination aton, under or about affecting such property. To the Properties best knowledge of Parent, prior to the period of the ownership or violation operation by Parent or Sub of any Environmental Law with respect to of their respective current properties or any previously owned or operated properties, there was no release or presence in the Properties Environment of Hazardous Material or the Business; and (g) neither the Borrower nor Oil in, on, under or affecting any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawssuch property.

Environmental Matters. (i) Except as disclosed described in Section 3.3(r) of its Disclosure Letter, it and each of its Subsidiaries are in material compliance with all Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Neither it nor any of its Subsidiaries has received written notice of pending, and has no Knowledge of any threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that is reasonably likely to result in the Exchange Act Documents imposition of, any material liability arising under any Environmental Laws upon (A) it or assuch Subsidiary, (B) any person or entity whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of law, (C) any real or personal property owned or leased by it or any Subsidiary, or any real or personal property which it or any Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant 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 management of, or (D) any real or personal property in which it or a Subsidiary holds a security interest securing a loan recorded on the books of it or such Subsidiary. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any such liability. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could give rise to liability under, reasonably form the basis of any Environmental Law; (b) neither Claim or other claim or action or governmental investigation that could result in the Borrower nor any Significant Subsidiary has received or is aware imposition 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 and the Significant Subsidiaries (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, arising under any Environmental Law to which the Borrower Laws against it or any Significant Subsidiary is of its Subsidiaries or will be named as a party with respect to the Properties against any person 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 entity whose liability for any Environmental Law with respect to the Properties Claim it or the Business;any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (eiv) there has been no release or threat For purposes of release of Materials of Environmental Concern at or from this Agreement, the Properties, or arising from or related to following terms shall have the operations of the Borrower or any Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. (a) Except as disclosed otherwise set forth in the Exchange Act Documents Schedule 4.20 hereto or except as, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (collectively, 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 constituted a violation of, or could would give rise to liability under, any Environmental Law; (bii) neither the Borrower nor any Significant Subsidiary no 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 Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries such Loan Party (the “Business”), nor does the Borrower have knowledge or reason to believe that any such written notice will be received or is being threatened; (ciii) to the knowledge of the Borrower, 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; (div) 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 the Borrower or any Significant Subsidiary Loan Party is or will is expected to 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;; 77 Sunshine (Northeast) – Credit Agreement (ev) to the knowledge of the Borrower, 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 Significant Subsidiary 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 give rise to liability under Environmental Laws; (fvi) 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 in violation of any Environmental Law with respect or that would reasonably be expected to the Properties give rise to liability of any Loan Party under any applicable Environmental Laws or the Businessotherwise result in costs to any Loan Party; and (gvii) neither the Borrower nor any Significant Subsidiary no Loan Party has assumed pursuant to a written contract or otherwise any liability of any other Person (other than a Loan Party) under Environmental Laws. (b) For purposes of Section 8(b) of this Agreement, each of the representations and warranties contained in clauses (a)(i), (a)(iii) and (a)(v) of this Section 4.20 that are qualified in any way by the knowledge of the Borrower shall be deemed not to be so qualified.

Environmental Matters. Except insofar as disclosed in any exceptions to the Exchange Act Documents following, individually or as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) to the facilities and best knowledge of the Borrowers, the properties owned, leased leased, or otherwise operated by the Bermuda Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, in, on or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials of Environmental Concern in amounts or amounts, concentrations or under circumstances conditions that constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental LawLaws or otherwise result in costs to the Borrowers; (b) to the best knowledge of the Borrowers, the properties owned or leased, or otherwise operated by the Bermuda Borrower or any of its Subsidiaries and all operations and facilities at such properties are in compliance with all Environmental Laws, and there is no contamination or violation of any Environmental Law which could interfere with the continued operation of, or impair the fair saleable value of, such property; (c) neither the Bermuda Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written complaint, notice of violation, alleged violation, non-compliance, liability or notice of investigation or of potential liability regarding environmental matters or compliance with (including, without limitation, as relates to any potentially responsible party status) under Environmental Laws or with respect to any Hazardous Materials with regard to any of the Properties Bermuda Borrower or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)its Subsidiaries, nor does the Bermuda Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened; (cd) to the best knowledge of the Borrowers, 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 Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any properties presently or formerly owned, leased, or otherwise operated by the Bermuda Borrower or any of the Properties its Subsidiaries, nor have any Hazardous Materials been transported from any such property, or come to be located at any other property, in violation of, of or in a manner that could reasonably give rise to liability under, under any applicable Environmental Law;Laws; and (de) there are no governmental, administrative, or judicial proceeding actions or governmental or administrative action is proceedings pending or, to the best knowledge of the BorrowerBorrowers, threatened, threatened under any Environmental Law to which the Bermuda Borrower or any Significant Subsidiary of its 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 requirements, other than permits authorizing operations by the Bermuda Borrower or any of its Subsidiaries, outstanding relating to compliance with or liability 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 Significant 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) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or 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 the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and have not previously containedcontained (in each case to the knowledge of Holdings and the Borrower with respect to leased Properties), 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) neither the Borrower nor any Significant Subsidiary 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 the Borrower and the Significant Subsidiaries 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 (to the knowledge of Holdings and the Borrower with respect to leased 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 Holdings and the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary 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 the Borrower or any Significant Subsidiary 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 (to the knowledge of Holdings and the Borrower with respect to leased Properties), 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) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.