Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have(a) The Lead Borrower and each of its Restricted Subsidiaries are in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. To the knowledge of any Credit Party, individually there are no pending or in threatened Environmental Claims against the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Lead Borrower or any of its SubsidiariesRestricted Subsidiaries or any Real Property owned, and there are no judicial, administrative leased or other actions, suits or proceedings pending or, to operated by the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Lead Borrower or any of its Subsidiaries, Restricted Subsidiaries (ii) each including any such claim arising out of the Borrower and its Subsidiaries has all environmental permitsownership, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on lease or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased operation by the Lead Borrower or any of its Restricted Subsidiaries that would reasonably be expected to give rise to of any costReal Property formerly owned, liability leased or obligation of operated by the Lead Borrower or any of its Restricted Subsidiaries under any Environmental Laws but no longer owned, leased or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of operated by the Lead Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there Restricted Subsidiaries). There are no agreements in which facts, circumstances, conditions or occurrences with respect to the business or operations of the Lead Borrower or any of its Subsidiaries has expressly assumed Restricted Subsidiaries, or undertaken responsibility for any known or reasonably likely liability or obligation to the knowledge of any other person arising under Credit Party, any Real Property owned, leased or relating to Environmental Laws, which in any such case has not been made available to operated by the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Lead Borrower or any of the its Restricted Subsidiaries of (including any property currently orReal Property formerly owned, to the Borrower’s knowledge, formerly owned leased or leased operated by the Lead Borrower or any of its Restricted Subsidiaries but no longer owned, leased or operated by the Lead Borrower or any of its Restricted Subsidiaries) that would be reasonably expected (i) to form the basis of an Environmental Claim against the Lead Borrower or any of its Restricted Subsidiaries that has not been made available or (ii) to cause any Real Property owned, leased or operated by the Administrative Agent prior Lead Borrower or any of its Restricted Subsidiaries to be subject to any restrictions on the Closing Dateownership, lease, occupancy or transferability of such Real Property by the Lead Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law.

Environmental Matters. Except as The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to matters the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to havehave a Material Adverse Effect. All licenses, individually permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, 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 the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any 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 or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there . There are no judicial, administrative or other actions, suits or proceedings Environmental Claims pending or, to the best knowledge of the Borrower’s knowledge, threatened which allege wherein an unfavorable decision, ruling or finding would reasonably be expected to have a violation of Material Adverse Effect. There are no facts, circumstances, conditions or liability under occurrences on any Environmental Laws, in each case relating to the Borrower Real Property now or at any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly time owned, leased or operated or leased by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that would are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected expected: (i) to give rise to form the basis of an Environmental Claim against the Borrower or any cost, liability of its Subsidiaries or obligation any Real Property of the Borrower or any of its Subsidiaries Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Laws Law, except in each such case, such Environmental Claims or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of restrictions that individually or controlled, transported or Released at any location in a manner that the aggregate would not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) The Borrower and each of its Subsidiaries have complied with and are in compliance with, all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. Except as to matters that would not reasonably be expected to havedisclosed on Schedule V, individually there are no pending or in threatened Environmental Claims against the aggregateBorrower or any of its Subsidiaries (including any such claim arising out of the ownership, a Material Adverse Effect: (i) lease or operation by the Borrower or any of its Subsidiaries of any real Property no written noticelonger owned, request for information, order, complaint leased or penalty has been received operated by the Borrower or any of its Subsidiaries) or any real Property owned, and leased or operated by the Borrower or any of its Subsidiaries. Except as disclosed on Schedule V, there are no judicialfacts, administrative circumstances, conditions or other actions, suits or proceedings pending or, occurrences with respect to the Borrower’s knowledge, threatened which allege a violation business or operations of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly real Property owned, leased or operated or leased by the Borrower or any of its Subsidiaries (including any real Property formerly owned, leased or operated by the Borrower or any of its Subsidiaries but no longer owned, leased or operated by the Borrower or any of its Subsidiaries) or any Property adjoining or adjacent to any such real Property that would reasonably could be expected (i) to give rise form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any real Property owned, leased or operated by the Borrower or any of its Subsidiaries or (ii) to cause any real Property owned, leased or operated by the Borrower or any of its Subsidiaries to be subject to any costrestrictions on the ownership, liability occupancy or obligation transferability of such real Property by the Borrower or any of its Subsidiaries under any applicable Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18)-month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as (a) Each of the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. There are no pending or, to matters that would not reasonably be expected to havethe knowledge of the Borrower, individually threatened Environmental Claims against the Borrower or in any of its Subsidiaries or any Real Property owned, leased or operated by the aggregateBorrower or any of its Subsidiaries (including any such claim arising out of the ownership, a Material Adverse Effect: (i) lease or operation by the Borrower or any of its Subsidiaries of any Real Property formerly owned, leased or operated by the Borrower or any of its Subsidiaries but no written noticelonger owned, request for information, order, complaint leased or penalty has been received operated by the Borrower or any of its Subsidiaries, and there ). There are no judicialfacts, administrative circumstances, conditions or other actions, suits or proceedings pending or, occurrences with respect to the Borrower’s knowledge, threatened which allege a violation business or operations of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly Real Property owned, leased or operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected (including any Real Property formerly owned, leased or operated by the Borrower or any of its Subsidiaries but no longer owned, leased or operated by the Borrower or any of its Subsidiaries) or, to give rise the knowledge of the Borrower, any property adjoining or adjacent to any costsuch Real Property that could be reasonably expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property owned, liability leased or obligation operated by the Borrower or any of its Subsidiaries or (ii) to cause any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Borrower or any of its Subsidiaries under any applicable Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrowers or any of its their Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the such Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Borrowers or any of its their Subsidiaries, (ii) each of the Borrower Borrowers and its their Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrowers’ knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Borrowers or any of its their Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its their Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrowers or any of or controlled, their Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its their Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower Borrowers or any of its their Subsidiaries has have expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since January 1, 2005, by the Borrower or any of the Subsidiaries of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to havethe discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregatefuture (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS SUBSTANCES" will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Borrower is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that the Borrower (i) no written noticehas violated any Environmental Laws; (ii) is required to clean up, request remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. Except as disclosed on the Borrower's environmental questionnaire provided to the Bank, there are not now, nor to the Borrower's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for informationthe storage of Hazardous Substances) stored, orderdeposited, complaint recycled or penalty has been received disposed of on, under or at any real estate owned or occupied by the Borrower during the periods that the Borrower owned or any of occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Borrower's knowledge, there are no proposed or pending changes in Environmental Laws which would adversely affect the Borrower or its Subsidiariesbusiness, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject the Borrower to Remedial Action or other actions, suits or proceedings pending or, liability. The Borrower currently complies with and will continue to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to timely comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws; and will provide the Bank, (iii) no Hazardous Material is located atimmediately upon receipt, on copies of any correspondence, notice, complaint, order or under other document from any property currently or, to the Borrower’s knowledge, formerly owned, operated source asserting or leased alleging any circumstance or condition which requires or may require a financial contribution by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability Remedial Action or obligation other response by or on the part of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, or which in any such case has not been made available to the Administrative Agent prior to the Closing Dateseeks damages or civil, and (v) there has been no material written environmental assessment criminal or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of punitive penalties from the Borrower or any for an alleged violation of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to matters that would not comply could reasonably be expected to havehave a Material Adverse Effect. If the Parent, the Borrower, or any other Subsidiary shall (a) receive notice that any violation of any Environmental Law may have been committed or is about to be committed by such Person, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Parent, the Borrower or any other Subsidiary alleging violations of any Environmental Law or requiring any such Person to take any action in connection with the release of Hazardous Materials or (c) receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Materials or any damages caused thereby, and the matters referred to in such notices, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect: , the Borrower shall provide the Administrative Agent with a copy of such notice promptly, and in any event within 10 Business Days, after the receipt thereof. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to prevent the imposition of any material Liens on any of their respective properties arising out of or related to any Environmental Laws (other than a Lien (i) no written noticewhich is being contested in good faith by appropriate proceedings which operate to suspend the enforcement thereof and for which adequate reserves have been established on the books of the Parent, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiariessuch Subsidiary, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Lawsas applicable, in each case relating to the Borrower or any of its Subsidiariesaccordance with GAAP, (ii) each which has been bonded-off in a manner reasonably acceptable to the Administrative Agent, (iii) consisting of restrictions on the use of real property, which restrictions do not materially detract from the value of such property or impair the intended use thereof in the business of the Parent, the Borrower and its other Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws or (“Environmental Permits”iv) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would which could not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), by . Nothing in this Section shall impose any obligation or liability whatsoever on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateor any Lender.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (ia) no written notice, request for information, order, complaint complaint, Environmental Claim or penalty has been received by the Borrower Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of the Company, threatened against the Company or any of the Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Company or any of its the Subsidiaries, (iib) each of the Borrower Company and its the other Subsidiaries has all environmental permitsenvironmental, licenses health and other approvals safety permits necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental LawsLaws except for non-compliances which have been resolved and the costs of such resolution have been paid, (iiic) the Company and the other Subsidiaries have made available to the Administrative Agent prior to the date hereof the most recent environmental assessment in the control or possession of the Company or its Subsidiaries with respect to the operations of the Company and the Subsidiaries at the Mortgage Properties, (d) to the knowledge of the Company and the Subsidiaries, no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Company or any of its the other Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claim of the Borrower Company or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Company or any of or controlled, the other Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claim of the Borrower Company or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (ive) to the knowledge of the Company and the Subsidiaries, there are no acquisition agreements in pursuant to which the Borrower Company or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, (f) to the knowledge of the Company and the Subsidiaries, there are no landfills or disposal areas located at, on, in or under the assets of the Company or any Subsidiary, and (vg) to the knowledge of the Company and the Subsidiaries, except as listed on Schedule 3.15, there has are not currently and there have not been no material written environmental assessment any underground storage tanks “owned” or audit conducted “operated” (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effectas defined by applicable Environmental Law) by the Company or any Subsidiary or present or located on the Company’s or any Subsidiary’s Real Property. For purposes of Section 7.01(a), by or on behalf each of the Borrower or any representations and warranties contained in parts (d), (e), (f) and (g) of this Section 3.15 that are qualified by the knowledge of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of Company and the Subsidiaries that has shall be deemed not been made available to the Administrative Agent prior to the Closing Datebe so qualified.

Environmental Matters. Except Each Borrower will conduct its business and the businesses of each of its Subsidiaries so as to matters that would not reasonably be expected to havecomply in all material respects with all environmental laws, individually regulations, directions and ordinances in all applicable jurisdictions including, without limitation, environmental land use, occupational safety or health laws, regulations, directions, ordinances, requirements or permits in the aggregateall applicable jurisdictions, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, except to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of extent that such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries is contesting, in good faith by appropriate legal proceedings, any such law, regulation, direction, ordinance or interpretation thereof or application thereof; provided, further, that would reasonably be expected to give rise to each Borrower and each of its Subsidiaries will comply with the order of any cost, liability court or obligation other governmental body of the applicable jurisdiction relating to such laws unless such Borrower or its Subsidiaries shall currently be prosecuting an appeal or proceedings for review and shall have secured a stay of enforcement or execution or other arrangement postponing enforcement or execution pending such appeal or proceedings for review. If any Borrower or any of its Subsidiaries under shall (a) receive notice that any Environmental Laws violation of any federal, state or Environmental Permitslocal environmental law, and no Hazardous Material has regulation, direction or ordinance may have been generated, used, treated, stored, handled, disposed of committed or controlled, transported or Released at any location in a manner that would reasonably is about to be expected to give rise to any cost, liability or obligation of the Borrower committed by CBI or any of its Subsidiaries under any Environmental Laws or Environmental Permitsexcept where such violation could not reasonably be expected to have a Material Adverse Effect, (ivb) there are no agreements in which the Borrower receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against CBI or any of its Subsidiaries has expressly assumed alleging violations of any federal, state or undertaken responsibility for local environmental law, regulation, direction or ordinance requiring CBI or any known of its Subsidiaries to take any action in connection with the release of toxic or hazardous substances into the environment where the cost of taking any such action is reasonably likely to exceed $500,000 or (c) receive any notice from a federal, state, or local governmental agency or private party alleging that CBI or any of its Subsidiaries may be liable or responsible for costs associated with a response to or cleanup of a release of a toxic or hazardous substance into the environment or any damages caused thereby except where such liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), CBI will provide the Agent with a copy of such notice within forty-five (45) days after the receipt thereof by or on behalf of the Borrower CBI or any of its Subsidiaries. Within forty-five (45) days after any Borrower learns of the Subsidiaries enactment or promulgation of any federal, state or local environmental law, regulation, direction, ordinance, criteria or guideline which could reasonably have a Material Adverse Effect, such Borrower will provide the Agent with notice thereof. Each Borrower will promptly take all actions necessary to prevent the imposition of any Liens on any of its properties arising out of or related to any environmental matters. At the time that the Agent learns of any environmental condition or occurrence at any property currently orof any Borrower, which environmental condition or occurrence has or could reasonably be expected to have a Material Adverse Effect, the Agent may request, and at the sole cost and expense of such Borrower, such Borrower will retain, an environmental consulting firm, satisfactory to the Agent in its commercially reasonable judgment, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any conduct an environmental review and audit of the Subsidiaries that has not been made available such affected property and promptly provide to the Administrative Agent prior to the Closing Dateand each Lender a copy of any reports delivered in connection therewith.

Environmental Matters. Except as to Promptly upon, and in any event within 10 Business Days after, an officer of the Borrower obtains actual knowledge thereof, notice of any of the following environmental matters that would not reasonably be expected to have, individually or which involves any reasonable likelihood (in the aggregate, Borrower's reasonable judgment) of resulting in a Material Adverse Effect: (i) no written notice, request for information, order, complaint any pending or penalty has been received threatened (in writing) Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property owned or operated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, ; (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, any condition or occurrence on or under arising from any property currently or, to the Borrower’s knowledge, formerly owned, Real Property owned or operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of (A) results in noncompliance by the Borrower or any of its Subsidiaries under with any applicable Environmental Laws Law or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that (B) would reasonably be expected to give rise to any cost, liability or obligation form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries under or any Environmental Laws such Real Property; (iii) any condition or Environmental Permitsoccurrence on any Real Property owned, (iv) there are no agreements in which leased or operated by the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in a Material Adverse Effect)cause such Real Property to be subject to any restrictions on the ownership, by occupancy, use or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased transferability by the Borrower or any of its Subsidiaries of such Real Property under any Environmental Law; and (iv) the Subsidiaries that has not been made available taking of any removal or remedial action in response to the Administrative Agent prior to actual or alleged presence of any Hazardous Material on any Real Property owned, leased or operated by the Closing DateBorrower or any of its Subsidiaries as required by any Environmental Law or any governmental or other administrative agency. All such notices shall describe in reasonable detail the nature of the Environmental Claim and the Borrower's or such Subsidiary's response thereto.

Environmental Matters. Except as set forth in Schedule 4.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower Borrowers or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower Borrowers or any of its the Restricted Subsidiaries, (ii) each of the Borrower Borrowers and its the Restricted Subsidiaries has all environmental permits, licenses authorizations and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower Borrowers or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrowers or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its Subsidiaries under any Environmental Laws or Environmental Permitsthe Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrowers or any of the Restricted Subsidiaries is a party in which the Borrower Borrowers or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower or any of its Restricted Subsidiaries, (ii) each of the Borrower and its Restricted Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of its Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsRestricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of its Restricted Subsidiaries is a party in which the Borrower or any of its Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to Borrower's knowledge, there has been no material written environmental assessment or audit conducted of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and (ivv) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Since January 1, 2006, the operations of Parent and each of its Subsidiaries have complied in all material respects and currently comply in all material respects with applicable Environmental Laws, and, to the Knowledge of Parent, Parent and each of its Subsidiaries complied in all material respects with applicable Environmental Laws prior to January 1, 2006. Parent and its Subsidiaries possess all Environmental Permits necessary for their respective operations, and (i) such operations are in compliance in all material respects with applicable Environmental Permits; (ii) all such Environmental Permits are in full force and effect in all material respects; (iii) no suspension or cancellation of any of the Environmental Permits is pending or, to the Knowledge of Parent, threatened; and (iv) no such suspension or cancellation of such Environmental Permits will result from the transactions contemplated by this Agreement. To the Knowledge of the Parent, neither the Parent nor any Subsidiary has entered into any agreement (other than Parent Leases) that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or Hazardous Substances. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) , no written noticematerial claim, request for informationsuit or proceeding arising under or pursuant to Environmental Laws is pending, orderor to the Knowledge of Parent, complaint or penalty has been received by the Borrower threatened in writing against Parent or any of its Subsidiaries. Except as would not reasonably be expected to have, and there are no judicialindividually or in the aggregate, administrative or other actions, suits or proceedings pending ora Parent Material Adverse Effect, to the Borrower’s knowledgeKnowledge of Parent, threatened which allege a violation of no condition exists on any property, currently or liability under any Environmental Lawsformerly, in each case relating to the Borrower owned or any of its Subsidiariesoperated by Parent that has given rise to, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to to, any cost, liability or obligation of under Environmental Laws. This Section 4.21 shall be the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating only representation made by Parent with respect to Environmental Laws, which in any such case has not been made available to Environmental Permits, Hazardous Substances or actual or potential cleanup, remediation, removal or other response costs (including the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effectcost of coming into compliance with Environmental Laws), by investigation costs (including fees of consultants, counsel and other experts in connection with any environmental investigation, testing, audits or on behalf studies), losses, Liabilities, payments, Damages (including any actual, punitive or consequential damages (A) under any Environmental Laws, contractual obligations or otherwise or (B) to third parties for personal injury or property damage), civil or criminal fines or penalties, judgments or amounts paid in settlement, in each case arising out of the Borrower or relating to any of the Subsidiaries of obligation or liability under any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as set forth in Schedule 4.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the any Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the such Borrower’s knowledge, threatened threatened, which allege a violation of or liability under any Environmental Laws, in each case relating to the such Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to any Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the such Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by such Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (iv) there are no agreements in which the any Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, date hereof and (v) there no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has been attached to any Property of any Borrower or any Subsidiary of any Borrower and, to the knowledge of the Borrowers, no material written environmental assessment facts, circumstances or audit conducted (other than customary assessments not revealing anything conditions exist that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of such Lien attaching to any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datesuch Property.

Environmental Matters. Except as to Promptly upon, and in any event within 10 Business Days after, an officer of the Borrower obtains actual knowledge thereof, notice of any of the following environmental matters that would not which is reasonably be expected to have, individually or likely (in the aggregate, Borrower's reasonable judgment) to result in a Material Adverse Effect: (i) no written notice, request for information, order, complaint any pending or penalty has been received threatened (in writing) Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property owned or operated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, ; (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, any condition or occurrence on or under arising from any property currently or, to the Borrower’s knowledge, formerly owned, Real Property owned or operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of (A) results in noncompliance by the Borrower or any of its Subsidiaries under with any applicable Environmental Laws Law or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that (B) would reasonably be expected to give rise to any cost, liability or obligation form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries under or any Environmental Laws such Real Property; (iii) any condition or Environmental Permitsoccurrence on any Real Property owned, (iv) there are no agreements in which leased or operated by the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in a Material Adverse Effect)cause such Real Property to be subject to any restrictions on the ownership, by occupancy, use or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased transferability by the Borrower or any of its Subsidiaries of such Real Property under any Environmental Law; and (iv) the Subsidiaries that has not been made available taking of any removal or remedial action in response to the Administrative Agent prior to actual or alleged presence of any Hazardous Material on any Real Property owned, leased or operated by the Closing DateBorrower or any of its Subsidiaries as required by any Environmental Law or any governmental or other administrative agency. All such notices shall describe in reasonable detail the nature of the Environmental Claim and the Borrower's or such Subsidiary's response thereto.

Environmental Matters. (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a have Material Adverse Effect: (i) , each of the U.S. Borrower and each of its Subsidiaries has complied with, and on the date of each Credit Event is in compliance with, all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws and neither the U.S. Borrower nor any of its Subsidiaries is liable for any penalties, fines or forfeitures for failure to comply with any of the foregoing. Except as would not reasonably be expected to have Material Adverse Effect, there are no written noticepending or past or, request for informationto the knowledge of any Senior Officer, orderthreatened Environmental Claims against the U.S. Borrower or any of its Subsidiaries or any Real Property owned, complaint leased or penalty has been received operated by the U.S. Borrower or any of its Subsidiaries (including any such claim arising out of the ownership, lease or operation by the U.S. Borrower or any of its Subsidiaries of any Real Property formerly owned, leased or operated by the U.S. Borrower or any of its Subsidiaries but no longer owned, leased or operated by the U.S. Borrower or any of its Subsidiaries). Except as would not reasonably be expected to have Material Adverse Effect, and there are no judicialfacts, administrative circumstances, conditions or other actionsoccurrences on any Real Property owned, suits leased or proceedings pending oroperated by the U.S. Borrower or any of its Subsidiaries (including, to the Borrower’s knowledgeknowledge of a Senior Officer, threatened which allege a violation any Real Property formerly owned, leased or operated by the U.S. Borrower or any of its Subsidiaries but no longer owned, leased or liability under any Environmental Laws, in each case relating to operated by the U.S. Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, or on or under any property currently or, adjoining or in the vicinity of any such Real Property that would reasonably be expected (i) to form the Borrower’s knowledge, formerly owned, operated or leased by basis of an Environmental Claim against the U.S. Borrower or any of its Subsidiaries that would reasonably or any such Real Property or (ii) to cause any such Real Property to be expected to give rise subject to any costrestrictions on the ownership, liability occupancy, use or obligation transferability of such Real Property by the U.S. Borrower or any of its Subsidiaries under any applicable Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending orEach Obligor has, to the Borrower’s knowledgebest knowledge of their respective executive officers, threatened which allege a violation of or liability under any Environmental Laws, obtained and maintained in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with effect all Environmental Laws Permits (“Environmental Permits”) and is in compliance with or the terms of such applicable Person has initiated the necessary steps to transfer the Environmental Permits and with all other Environmental Lawsinto its name or obtain such permits), (iii) no Hazardous Material is located at, on or under any property currently or, the failure to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that obtain which would reasonably be expected to give rise have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Each Obligor and its Properties, business and operations have been and are, to any costthe best knowledge of their respective executive officers, liability or obligation in compliance with all applicable Requirements of Environmental Law and Environmental Permits the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that failure to comply with which would reasonably be expected to give rise have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Each Obligor and its Properties, business and operations are not subject to any cost(A) Environmental Claims or (B), liability or obligation to the best knowledge of their respective executive officers (after making reasonable inquiry of the Borrower personnel and records of their respective Corporations), Environmental Liabilities, in either case direct or contingent, arising from or based upon any of its Subsidiaries under any Environmental Laws act, omission, event, condition or Environmental Permits, (iv) there are no agreements in which the Borrower circumstance occurring or any of its Subsidiaries has expressly assumed existing on or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that date hereof which would reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Properties, liabilities, condition (financial or otherwise), by business or on behalf operations of any Obligor. None of the officers of any Obligor has received any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (financial or otherwise), business or operations which would reasonably be expected to have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the future with respect to any of the Subsidiaries Properties of any property currently orObligor which would reasonably be expected to have a material adverse effect on the Properties, to liabilities, condition (financial or otherwise), business or operations of any Obligor, for which the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that applicable Obligor has not been made available to the Administrative Agent prior to the Closing Dategood faith provisions in its business plan and projections of financial performance.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Holdings’ or the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower Parent or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to Parent or the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Parent or any of its Subsidiaries, (iib) each of the Borrower Parent and its Subsidiaries has all environmental permits, licenses licenses, concessions, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased by the Borrower Parent or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower Parent or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Parent or any of the Subsidiaries of any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned owned, operated or leased by the Borrower Parent or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Parent Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Parent Borrower’s and the Co-Borrower’s knowledge, threatened which allege a violation of or liability under or related to any Environmental Laws, Environmental Permits or Hazardous Materials, in each case relating to the Parent Borrower or any of its SubsidiariesSubsidiaries or any of their respective predecessors, (ii) each of the Parent Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its facilities and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Parent Borrower’s knowledge, formerly owned, operated or leased by the Parent Borrower or any of its Subsidiaries (or any of their respective predecessors) that would reasonably be expected to give rise to any cost, liability or obligation of the Parent Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Parent Borrower or any of its Subsidiaries (or any of their respective predecessors) under any Environmental Laws or Environmental Permits, (ivv) there are no agreements in which the Parent Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing DateEnvironmental Permits or Hazardous Materials, and (vvi) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of be material to the Parent Borrower or any of the Subsidiaries its Subsidiaries) of any property currently or, to the Parent Borrower’s knowledge, formerly owned or leased by the Parent Borrower or any of its Subsidiaries that is in the Subsidiaries possession or control of the Parent Borrower and that has not been made available to the Administrative Agent and the Lenders prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened threatened, (A) which allege a violation of or liability under any Environmental Laws, in each case Laws and (B) relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located has been Released at, on or under any property currently owned or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released by the Borrower or any of the Subsidiaries at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation Obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently orowned, to the Borrower’s knowledge, operated or leased or formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth in Schedule 3.15 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth in Schedule 4.16 or except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Holdings or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s Holdings’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Holdings or any of its Subsidiaries, (ii) each of the Borrower Holdings and its Subsidiaries has all environmental authorizations, permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to Holdings’ knowledge, (A) no Hazardous Material is located at, on or under any property Real Property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Holdings or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Holdings or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by Holdings or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Holdings or any of its Subsidiaries under any Environmental Laws and (B) there has been no Release of any Hazardous Materials at any Real Property, or, during the period Holdings’ or any of its Subsidiaries’ ownership or operation thereof, at any real property formerly owned, operated or leased by any of them, in violation of any applicable Environmental PermitsLaw or that would reasonably be expected to give rise to any cost, liability or obligation of Holdings or any of its Subsidiaries under any Environmental Law, (iv) none of Holdings or any of its Subsidiaries is conducting or funding any investigation, remediation, cleanup, removal, or remedial or corrective action of or in connection with any Release of Hazardous Materials, (v) none of the Real Property or any real property formerly owned, operated or leased by Holdings or any of its Subsidiaries is listed or, to Holdings’ knowledge, proposed for listing on the National Properties List under the Comprehensive Environmental Response Compensation and Liability Act or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency, and (vi) there are no agreements in which the Borrower Holdings or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Restatement Date.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrowers or any of its the Material Subsidiaries relating to Holdings, the Borrowers or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, claims, suits or proceedings relating to Holdings, the Borrowers or any of the Material Subsidiaries pending or, to the Borrower’s knowledgeknowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower Borrowers and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no Hazardous written environmental audit Phase I or Phase II Environmental Assessment conducted since January 1, 2003 by Holdings, the Borrowers or any of the Material is located at, on or under Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned, operated owned or leased by Holdings, the Borrower Borrowers or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, and (viv) there has been no material written environmental assessment Release of any Hazardous Materials at, on, under or audit conducted from any property currently, or to the knowledge of Holdings, the Borrowers or any of the Material Subsidiaries formerly owned or leased by Holdings, the Borrowers or any of the Material Subsidiaries which would reasonably be expected to result in any liability of Holdings, the Borrowers or any of the Material Subsidiaries under any Environmental Law, (other than customary assessments not revealing anything v) no Hazardous Material generated, owned or controlled by Holdings, the Borrowers or any of the Material Subsidiaries has been transported to, or treated or disposed of at, any location in a manner that would reasonably be expected to result in a Material Adverse Effect)any liability of any of them under any Environmental Laws, by or on behalf of (vi) neither Holdings, the Borrower Borrowers or any of the Material Subsidiaries of are currently conducting or financing, either individually or together with other potentially responsible parties, any property currently orinvestigation, response or other corrective action at any location pursuant to any Environmental Law, (vii) neither Holdings, the Borrower’s knowledge, formerly owned or leased by the Borrower Borrowers or any of the Material Subsidiaries that has not been made available contractually assumed or undertaken responsibility for any liability or obligation of any other Person arising under or relating to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as set forth in Section 3.5 of the Disclosure Schedule, Seller is, and at all times has been, in material compliance with, and has not been and is not in material violation of or liable under, any Environmental Law. Seller has no basis to matters that would not reasonably expect, nor has any other Person for whose conduct Seller is or may be expected held to havebe responsible received, individually any actual or threatened order, notice, or other communication from (a) any Person or private citizen acting in the aggregatepublic interest or (b) the current or prior owner or operator of any Facility, a Material Adverse Effect: (i) no written noticeof any actual or potential violation or failure to comply with any Environmental Law, request for informationor of any actual or threatened obligation to undertake or bear the cost of any Environmental, order, complaint or penalty has been received by the Borrower Health and Safety Liability with respect to such Facility or any of its Subsidiariesother properties or assets (whether real, personal or mixed) in which Seller has had an interest. No underground tank or other underground storage receptacle for Hazardous Substances is currently located on any Facility, and there are have been no judicialreleases of any Hazardous Substances from any such underground tank or related piping and there have been no releases of Hazardous Substances in quantities exceeding the reportable quantities as defined under federal or state law on, administrative upon or into any Facility other actions, suits or proceedings pending orthan those authorized by Environmental Laws. In addition, to the Borrower’s knowledgeknowledge of Seller, threatened there have been no such releases by predecessors of Seller and no releases in quantities exceeding the reportable quantities as defined under federal or state law on, upon or into any real property in the immediate vicinity of any of the Facilities other than those authorized by Environmental Laws which, through soil or ground water contamination, may have come to be located on any Facility. Seller is not a party, whether as a direct signatory or as successor, assign or third-party beneficiary, or otherwise bound, to any lease or any Contract under which allege a violation of Seller is obligated by or liability entitled to the benefits of, directly or indirectly, any representation, warranty, indemnification, covenant, restriction or other undertaking concerning any Environmental Condition. Seller has not released any other Person from any claim under any Environmental Laws, in each case relating to the Borrower Law or waived any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under rights concerning any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateCondition.

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has have all environmental permits, licenses and other approvals necessary for its their operations to comply with all Environmental Laws (“Environmental Permits”) and is are in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except (x) as disclosed in or contemplated by the financial statements referenced in Section 5.04(a) above, or in any subsequent report of the Borrower filed with the SEC on a Form 10-K, 10-Q or 8- K Report, or otherwise furnished in writing to the Administrative Agent and each Lender, or (y) to the extent that the liabilities of the Borrower and its Subsidiaries, taken as a whole, that relate to or could reasonably be expected to result from the matters that referred to in clauses (i) through (iii) below of this Section 5.13(a), inclusive, would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect: (i) no written notice, request for informationnotification, ordercitation, summons, complaint or penalty order has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative penalty has been assessed nor is any investigation or other actions, suits or proceedings review pending or, to the Borrower’s or any of its Subsidiaries’ knowledge, threatened which allege a by any governmental or other entity with respect to any (A) alleged violation of by or liability under any Environmental Laws, in each case relating to of the Borrower or any of its Subsidiaries, (ii) each Subsidiaries of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently orEnvironmental Law, to the Borrower’s knowledge, formerly owned, operated or leased (B) alleged failure by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise have any environmental permit, certificate, license, approval, registration or authorization required in connection with the conduct of its business or (C) generation, storage, treatment, disposal, transportation or release of Hazardous Substances; (ii) to the Borrower’s or any costof its Subsidiaries’ knowledge, liability no Hazardous Substance has been released (and no written notification of such release has been filed) (whether or obligation not in a reportable or threshold planning quantity) at, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries; and (iii) no property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permitsor, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrower’s or any of its Subsidiaries under Subsidiaries’ knowledge, any Environmental Laws or Environmental Permits, (iv) there are no agreements in property to which the Borrower or any of its Subsidiaries has expressly assumed has, directly or undertaken responsibility indirectly, transported or arranged for any known or reasonably likely liability or obligation the transportation of any other person arising under Hazardous Substances, is listed or, to the Borrower’s or relating any of its Subsidiaries’ knowledge, proposed for listing, on the National Priorities List promulgated pursuant to the Comprehensive Environmental LawsResponse, which Compensation and Liability Act of 1980, as amended (“CERCLA”), on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of sites requiring investigation or clean-up. (b) Except as disclosed in or contemplated by the financial statements referenced in Section 5.04(a) above, or in any such case has not been made available subsequent report of the Borrower filed with the SEC on a Form 10-K, 10-Q or 8- K Report, or otherwise furnished in writing to the Administrative Agent prior and each Lender, to the Closing DateBorrower’s or any of its Subsidiaries’ knowledge, and (v) there has been are no material written environmental assessment Environmental Liabilities that have resulted or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in a Material Adverse Effect). (c) For purposes of this Section 5.13, by the terms “the Borrower” and “Subsidiary” shall include any business or on behalf business entity (including a corporation) which is a predecessor, in whole or in part, of the Borrower or any of its Subsidiaries from the Subsidiaries time such business or business entity became a Subsidiary of any property currently orPPL Corporation, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.a Pennsylvania corporation.. Section 5.14

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Debtor of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to havethe discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregatefuture (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS SUBSTANCES" shall mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Debtor is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that the Debtor (i) no written noticehas violated any Environmental Laws; (ii) is required to clean up, request remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. There are not now, nor to the Debtor's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for informationthe storage of Hazardous Substances) stored, orderdeposited, complaint recycled or penalty has been received disposed of on, under or at any real estate owned or occupied by the Borrower Debtor during the periods that the Debtor owned or any of occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Debtor's knowledge, there are no proposed or pending changes in Environmental Laws which would adversely affect the Debtor or its Subsidiariesbusiness, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject the Debtor to Remedial Action or other actionsliability. The Debtor currently complies with and will continue to timely comply with all applicable Environmental Laws; and will provide the Bank, suits immediately upon receipt, copies of any correspondence, notice, complaint, order or proceedings pending or, to other document from any source asserting or alleging any circumstance or condition which requires or may require a financial contribution by the Borrower’s knowledge, threatened which allege a violation Debtor or Remedial Action or other response by or on the part of or liability the Debtor under any Environmental Laws, in each case relating to or which seeks damages or civil, criminal or punitive penalties from the Borrower or any Debtor for an alleged violation of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, notice of a request for information, order, complaint complaint, Environmental Claim or penalty has been received by the Borrower or any of its Borrower’s Subsidiaries, and there are no judicial, judicial or administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower or any of Borrower’s knowledge, threatened Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Borrower’s Subsidiaries, (ii) Borrower and each of the Borrower Borrower’s Subsidiaries have timely applied for, or obtained, and its Subsidiaries has as applicable maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations as currently conducted to comply with all Environmental Laws (“Environmental Permits”) and is is, and, within all surviving periods of applicable statutes of limitation, has been, in compliance with the terms and conditions of such Environmental Permits permits, registrations and licenses, and with all other Environmental Laws, (iii) none of the Borrower nor any of Borrower’s Subsidiaries is conducting or funding or known by Borrower to be responsible under Environmental Law for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials arising from any of their operations, (iv) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Borrower’s Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Borrower’s Subsidiaries under any Environmental Laws or Environmental PermitsClaim against the Borrower or any of Borrower’s Subsidiaries, and and, to the knowledge of Borrower, no Hazardous Material has have been generated, used, treated, stored, handled, disposed of or controlled, transported for disposal to or Released at any location offsite real properties of Borrower or any of Borrower’s Subsidiaries in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Borrower’s Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Borrower’s Subsidiaries, (v) none of the Borrower nor any of Borrower’s Subsidiaries has expressly assumed entered into any written agreement or undertaken responsibility contract to assume, guarantee or indemnify a third party for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing DateClaims, and (vvi) to the knowledge of the Borrower, there has are not currently and there have not been no material written environmental assessment any underground storage tanks owned or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), operated by the Borrower or any of Borrower’s Subsidiaries on behalf the Borrower’s or any Borrower’s Subsidiary’s real property. Representations and warranties of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available with respect to the Administrative Agent prior environmental matters are limited to the Closing Datethose in this Section 3.15.

Environmental Matters. (a) Except as to matters that set forth on Section 4.21 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company: (i) no written notice, notification, demand, request for information, ordercitation, summons or order has been received, no complaint or has been filed, no penalty has been received assessed, and no investigation, action, claim, suit, proceeding or review (or any basis therefor) is pending or, to the knowledge of the Company, is threatened by any Governmental Authority or other Person relating to the Company or any Subsidiary and relating to or arising out of any Environmental Law; (ii) the Company and its Subsidiaries are and for the last ten years have been in compliance with all Environmental Laws and all Environmental Permits; (iii) there are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation; (iv) there has been no spill, discharge, leak, leaching, emission, migration, injection, disposal, escape, dumping, or release of any kind on, beneath, above, or into any property or facility now or previously owned or leased by the Borrower Company or any of its Subsidiaries or into the environment surrounding any now or previously owned property or facility of any Hazardous Substance; (v) during the term of Company’s or any Subsidiary’s ownership or operation of any facility or property now or previously owned or leased by the Company or any of its Subsidiaries, and there are and have been no judicial, administrative asbestos fibers or other actions, suits materials or proceedings pending or, to polychlorinated biphenyls or underground storage tanks or related piping on or beneath any facility or property now or previously owned or leased by the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Company or any of its Subsidiaries, ; and (iivi) each of no material expenditure will be required in order for the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations Parent or Merger Subsidiary to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws in effect at the time of the Closing in connection with the operation or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed continued operation of the Surviving Corporation or controlled, transported any facility or Released at any location property now owned or operated by the Company in a manner that would reasonably be expected to give rise to any cost, liability or obligation of consistent with the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased current operation thereof by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateCompany.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its the Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of the Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permitsthe Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of the Subsidiaries is a party in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by Holdings, the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental LawsLaws or any other Environmental Liability, in each case relating to Holdings, the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledgeknowledge of Holdings, the Borrower or any of its Subsidiaries, formerly owned, operated or leased by Holdings, the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned or controlled by Holdings, treated, stored, handled, disposed the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would could reasonably be expected to give rise to any costcause Holdings, liability or obligation of the Borrower or any of its Subsidiaries under to incur any Environmental Laws or Environmental PermitsLiability, and (iv) there are no acquisition or other agreements in pursuant to which Holdings, the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLiability.

Environmental Matters. Except as set forth in Schedule 3.16 to the 2008 Credit Agreement and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently orowned, to the Borrower’s knowledge, operated or leased or formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Holdings’ or the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statues of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower or any of its the Restricted Subsidiaries, (ii) each of the Borrower and its Restricted Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permitsthe Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of the Restricted Subsidiaries is a party in which the Borrower or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as disclosed on Schedule 3.16 to the Original Credit Agreement and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, investigations, suits or proceedings pending or, to the Borrower’s knowledge, threatened which threatened, that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws and is, and for the previous five (“Environmental Permits”5) and is years has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) there has been no Release or threat of Release of any Hazardous Material at, on, under or from any property currently owned or leased or, to the Borrower’s knowledge, formerly owned, operated or leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under any applicable Environmental Laws, and, to the Borrower’s knowledge, the Borrower or any of the Subsidiaries have not disposed of or arranged for disposal or treatment, or arranged for transport for disposal or treatment, of any Hazardous Materials at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental PermitsLaws, and and, to the Borrower’s knowledge, no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 and (ii) as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its the Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), ) by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Effective Date.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrowers or any of its the Material Subsidiaries relating to Holdings, the Borrowers or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, claims, suits or proceedings relating to Holdings, the Borrowers or any of the Material Subsidiaries pending or, to the Borrower’s knowledgeknowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower Borrowers and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) as of the date hereof, there has been no Hazardous written environmental audit Phase I or Phase II Environmental Assessment conducted since October 31, 2007 by Holdings, the Borrowers or any of the Material is located at, on or under Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned, operated owned or leased by Holdings, the Borrower Borrowers or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, and (viv) there has been no material written environmental assessment Release of any Hazardous Materials at, on, under or audit conducted from any property currently, or to the knowledge of Holdings, the Borrowers or any of the Material Subsidiaries formerly owned or leased by Holdings, the Borrowers or any of the Material Subsidiaries which would reasonably be expected to result in any liability of Holdings, the Borrowers or any of the Material Subsidiaries under any Environmental Law, (other than customary assessments not revealing anything v) no Hazardous Material generated, owned or controlled by Holdings, the Borrowers or any of the Material Subsidiaries has been transported to, or treated or disposed of at, any location in a manner that would reasonably be expected to result in a Material Adverse Effect)any liability of any of them under any Environmental Laws, by or on behalf of (vi) neither Holdings, the Borrower Borrowers or any of the Material Subsidiaries of are currently conducting or financing, either individually or together with other potentially responsible parties, any property currently orinvestigation, response or other corrective action at any location pursuant to any Environmental Law, (vii) neither Holdings, the Borrower’s knowledge, formerly owned or leased by the Borrower Borrowers or any of the Material Subsidiaries that has not been made available contractually assumed or undertaken responsibility for any liability or obligation of any other Person arising under or relating to the Administrative Agent prior to the Closing DateEnvironmental Laws.

Environmental Matters. Except as to matters that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (ia) each of Parent and its Subsidiaries is and has been in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Parent Permits required to be obtained to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted pursuant to applicable Environmental Laws (“Parent Environmental Permits”); (b) all Parent Environmental Permits are in full force and effect and, where applicable, applications for renewal or amendment thereof have been timely filed; (c) no written notice, request for information, order, complaint suspension or penalty has been received by the Borrower or cancellation of any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings Parent Environmental Permit is pending or, to the Borrower’s knowledgeknowledge of Parent, threatened which allege a violation in writing; (d) there has been no Release or arrangement for disposal of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased Substance by the Borrower Parent or any of its Subsidiaries or, to the knowledge of Parent, by any other Person that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries incurring any liability, remedial obligation, or corrective action requirement under applicable Environmental Laws; (e) there are no Proceedings pending or, to the knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries or involving any real property currently or, to the knowledge of Parent, formerly owned, operated or leased by or for Parent or any of its Subsidiaries alleging noncompliance with, or liability under, any applicable Environmental Laws or Environmental PermitsLaw; (f) to the knowledge of Parent, and no Hazardous Material Substance has been generateddisposed of, usedReleased or transported on, treated, stored, handled, disposed to or from any properties while owned or operated by Parent or any of its Subsidiaries or controlled, transported as a result of any operations or Released at activities of Parent or any location of its Subsidiaries in violation of any applicable Environmental Law or in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries incurring any liability, remedial obligation, or corrective action requirement under any applicable Environmental Laws or Environmental Permits, Laws; and (ivg) there are no agreements in which neither the Borrower or Parent nor any of its Subsidiaries has either, expressly or by operation of Law, assumed or undertaken responsibility any liability, including any obligation for any known remedial or reasonably likely liability or obligation corrective action, of any other person arising under or Person relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf the ordinary course of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateits business.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of Table of Contents such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no written environmental audit conducted since January 1, 1990 by the Borrower or any of its Subsidiaries of any property currently owned or leased by the Borrower or any of its Subsidiaries which has not been made available to the Administrative Agent prior to the Third Restatement Effective Date, (iv) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of claim against the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no acquisition agreements entered into after 1987 in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Third Restatement Effective Date.

Environmental Matters. Except as disclosed on Schedule 3.16 to the 2013 Credit Agreement and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: , (ia) no written notice, request for information, order, complaint or penalty has been received by the U.S. Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of Holdings (prior to a Qualified IPO), threatened which the U.S. Borrower or any of the Subsidiaries, threatened, that allege a violation of or liability under any Environmental Laws, in each case relating to the U.S. Borrower or any of its the Subsidiaries, (ii) each of the U.S. Borrower and its Subsidiaries the Subsidiary Loan Parties has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in substantial compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since December 31, 2012, by the U.S. Borrower or any of the Subsidiaries of any property currently owned or leased by the U.S. Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) to the knowledge of Holdings (prior to a Qualified IPO), the U.S. Borrower or any of the Subsidiaries, no Hazardous Material is located at, on or under any property currently or, to the knowledge of any Borrower’s knowledge, formerly owned, operated or leased by the U.S. Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the U.S. Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the U.S. Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the U.S. Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any Environmental Laws, in each case relating to the U.S. Borrower or any of its the Subsidiaries, (ii) each of the U.S. Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since January 1, 2002, by the U.S. Borrower or any of the Subsidiaries of any property currently owned or leased by the U.S. Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of any Borrower’s knowledge, formerly owned, operated or leased by the U.S. Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the U.S. Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the U.S. Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as disclosed on Schedule 3.15 and except as to matters that would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrower, or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to or threatened in writing against the Borrower’s knowledge, threatened Borrower or any of the Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained or in a timely manner applied for all environmental permits, licenses Permits necessary for ownership of its assets and other approvals necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws, (iii) the Borrower and the Subsidiaries have made available to the Administrative Agent prior to the Third Amendment Effective Date the most recent environmental audit, if any, then available with respect to the operations of each of the Borrower and the Subsidiaries, (iv) to the knowledge of the Borrower and the Subsidiaries, no Hazardous Material is located at, on on, under or under is emanating from any property or facility currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected likely to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned or controlled by the Borrower or any of the Subsidiaries and disposed of, treated, stored, handled, disposed of or controlled, transported to or Released at any location in a manner that would reasonably be expected likely to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (ivv) to the knowledge of the Borrower and the Subsidiaries, there are no agreements in effect as of the Third Amendment Effective Date pursuant to which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Third Amendment Effective Date, (vi) to the knowledge of the Borrower and the Subsidiaries, there are no landfills, disposal areas, or surface impoundments (vincluding slurry impoundments) there has been no material written environmental assessment located at, on, in or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf under the assets of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by Subsidiary for which the Borrower or any Subsidiary does not hold a valid Permit pursuant to Mining Laws and Environmental Laws, and which are closed or to be closed and reclaimed pursuant to Mining Laws and Environmental Laws, and (vii) to the knowledge of the Borrower and the Subsidiaries that has as of the Third Amendment Effective Date, except as listed on Schedule 3.15(vii), there are not currently and since January 1, 2008 there have not been made available any underground storage tanks “owned,” or “operated” (as defined by applicable Environmental Law) by any of the Borrower or any Subsidiary or present or located on the Borrower’s or any Subsidiary’s Real Property. For purpose of Section 7.01(a), each of the representations and warranties contained in clauses (iv), (v), (vi) and (vii) of this Section 3.15 that are qualified by the knowledge of the Borrower and the Subsidiaries shall be deemed not to the Administrative Agent prior to the Closing Datebe so qualified.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its SubsidiariesSubsidiaries which has not been addressed and cured in accordance with Environmental Laws, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the any Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the any Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the its Subsidiaries of any property currently or, to the any Borrower’s knowledge, formerly owned or leased by the Borrower or any of the its Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower Parent or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to Parent or the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Parent or any of its Subsidiaries, (iib) each of the Borrower Parent and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16 (as may be updated prior to the Spinoff Date in a manner acceptable to the Administrative Agent), no Hazardous Material is located at, on or under any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased by the Borrower Parent or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower Parent or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Parent or any of the 104 Subsidiaries of any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned owned, operated or leased by the Borrower Parent or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Spinoff Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the its Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the its Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 or (ii) in respect of any other acts, omissions, events or circumstances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and and, to the Borrower’s knowledge, there are no judicial, administrative or other actions, suits or proceedings pending oror threatened, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and any other approvals of any Governmental Authority necessary for its respective business, properties and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or of, controlled, or transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except (x) as disclosed in or contemplated by the financial statements referenced in Section 5.04(a) above, or in any subsequent report of the Borrower filed with the SEC on a Form 10-K, 10-Q or 8- K Report, or otherwise furnished in writing to the Administrative Agent and each Lender, or (y) to the extent that the liabilities of the Borrower and its Subsidiaries, taken as a whole, that relate to or could reasonably be expected to result from the matters that referred to in clauses (i) through (iii) below of this Section 5.13(a), inclusive, would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect: (i) no written notice, request for informationnotification, ordercitation, summons, complaint or penalty order has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative penalty has been assessed nor is any investigation or other actions, suits or proceedings review pending or, to the Borrower’s or any of its Subsidiaries’ knowledge, threatened which allege a by any governmental or other entity with respect to any (A) alleged violation of by or liability under any Environmental Laws, in each case relating to of the Borrower or any of its Subsidiaries, (ii) each Subsidiaries of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently orEnvironmental Law, to the Borrower’s knowledge, formerly owned, operated or leased (B) alleged failure by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise have any environmental permit, certificate, license, approval, registration or authorization required in connection with the conduct of its business or (C) generation, storage, treatment, disposal, transportation or release of Hazardous Substances; (ii) to the Borrower’s or any costof its Subsidiaries’ knowledge, liability no Hazardous Substance has been released (and no written notification of such release has been filed) (whether or obligation not in a reportable or threshold planning quantity) at, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries; and (iii) no property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permitsor, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrower’s or any of its Subsidiaries under Subsidiaries’ knowledge, any Environmental Laws or Environmental Permits, (iv) there are no agreements in property to which the Borrower or any of its Subsidiaries has expressly assumed has, directly or undertaken responsibility indirectly, transported or arranged for any known or reasonably likely liability or obligation the transportation of any other person arising under or relating to Environmental LawsHazardous Substances, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently is listed or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.its

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the any Borrower or any of its their respective Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the any Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the any Borrower or any of its their respective Subsidiaries, (iib) each of the Borrower Borrowers and its respective Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the any Borrower’s knowledge, formerly owned, operated or leased by the any Borrower or any of its their respective Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the any Borrower or any of its their respective Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, Date and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Borrowers or any of the Subsidiaries of any property currently or, to the any Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower Borrowers or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by Debtor of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to havethe discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregatefuture (collectively “Environmental Laws’). The term “Hazardous Substances” shall mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. Debtor is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that Debtor (i) has violated any Environmental Laws; (ii) is required to clean up, remove or take remedial or other action with respect to any Hazardous Substances (collectively “Remedial Action”); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. There are not now, nor to Debtor’s knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycled or disposed of on, under or at any real estate owned or occupied by Debtor during the periods that Debtor owned or occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To Debtor’s knowledge, there are no written notice, request for information, order, complaint proposed or penalty has been received by the Borrower pending changes in Environmental Laws which would adversely affect Debtor or any of its Subsidiariesbusiness, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject Debtor to Remedial Action or other actionsliability. Debtor currently complies with and will continue to timely comply with all applicable Environmental Laws; and will provide Bank, suits immediately upon receipt, copies of any correspondence, notice, complaint, order or proceedings pending or, to other document from any source asserting or alleging any circumstance or condition which requires or may require a financial contribution by Debtor or Remedial Action or other response by or on the Borrower’s knowledge, threatened which allege a violation part of or liability Debtor under any Environmental Laws, in each case relating to the Borrower or any which seeks damages or civil, criminal or punitive penalties from Debtor for an alleged violation of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: Effect on Monsanto and except as disclosed in the Monsanto SEC Reports filed prior to the date of this Agreement, (i) no written notice, request for information, order, complaint or penalty has the operations of Monsanto and its Subsidiaries have been received and are in compliance with all Environmental Laws and with all licenses required by the Borrower or any of its Subsidiaries, and Environmental Laws (ii) there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of Monsanto, threatened which allege a violation of threatened, Actions under or liability under any pursuant to Environmental Laws, in each case relating to the Borrower Laws against Monsanto or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under involving any real property currently or, to the Borrower’s knowledgeknowledge of Monsanto, formerly owned, operated or leased by the Borrower Monsanto or any of its Subsidiaries, (iii) Monsanto and its Subsidiaries that would reasonably be expected to give rise are not subject to any costEnvironmental Liabilities and, liability to the knowledge of Monsanto, no facts, circumstances or obligation conditions relating to, arising from, associated with or attributable to any real property currently or, to the knowledge of the Borrower Monsanto, formerly owned, operated or any of leased by Monsanto or its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that operations thereon would reasonably be expected to result in a Environmental Liabilities, (iv) all real property owned and to the knowledge of Monsanto all real property operated or leased by Monsanto or its Subsidiaries is free of contamination from Hazardous Material Adverse Effect)that would have an adverse effect on human health or the environment and (v) there is not now, nor, to the knowledge of Monsanto, has there been in the past, on, in or under any real property owned, leased or operated by or on behalf of the Borrower Monsanto or any of the Subsidiaries its predecessors (a) any underground storage tanks, regulated pursuant to 40 C.F.R. Part 280 or delegated state programs, dikes or impoundments containing more than a reportable quantity of Hazardous Materials, (b) any property currently or, to the Borrower’s knowledge, formerly owned friable asbestos-containing materials or leased by the Borrower or (c) any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datepolychlorinated biphenyls.

Environmental Matters. Except as to for those matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect: Effect on Allied, (i) no written noticeeach of Allied and the Allied Subsidiaries is, request for informationand has been, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, in compliance with all applicable Environmental Laws and there are no judicial, administrative past or other present actions, suits activities, circumstances, conditions, events or proceedings pending or, incidents that are reasonably likely to interfere with such compliance in the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiariesfuture, (ii) each there have been no Releases of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located Substances at, on from, to or under any real property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Allied or any of its Subsidiaries that the Allied Subsidiaries, including any off-site migration, which would reasonably be expected to give rise to any costresult in, liability or obligation of the Borrower has resulted in, Allied or any of its the Allied Subsidiaries incurring Environmental Liabilities, (iii) there is no investigation or Proceeding relating to or arising under any Environmental Laws that is pending and, to the Knowledge of Allied, there is no investigation or Proceeding relating to or arising under Environmental PermitsLaws threatened against or affecting Allied or any of the Allied Subsidiaries or any real property currently owned, and no Hazardous Material has been generated, used, treated, stored, handled, disposed operated or leased by Allied or any of or controlled, transported or Released at any location in a manner that the Allied Subsidiaries which would reasonably be expected to give rise to any costresult in, liability or obligation of the Borrower has resulted in, Allied or any of its the Allied Subsidiaries under any incurring Environmental Laws or Environmental PermitsLiabilities, (iv) there are since December 31, 2005, neither Allied nor any of the Allied Subsidiaries has received any written notice of or entered into or assumed by Contract or operation of Law or otherwise, any known obligation, liability, order, settlement, judgment, injunction, decree, institutional or engineering control, use restriction, Lien or Order relating to or arising under any Environmental Laws, (v) no agreements in which the Borrower facts, circumstances or conditions exist with respect to Allied or any of its the Allied Subsidiaries has expressly assumed or undertaken responsibility any real property currently owned, operated or leased by Allied or any of the Allied Subsidiaries or any property to or at which Allied or any of the Allied Subsidiaries disposed of, transported or arranged for any known the disposal, transportation or reasonably likely liability or obligation treatment of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything Hazardous Materials that would reasonably be expected to result in a Material Adverse Effect)Allied or any the Allied Subsidiaries incurring Environmental Liabilities, (vi) no real property currently owned, operated or leased by or on behalf of the Borrower Allied or any of the Allied Subsidiaries is subject to any current, or to the Knowledge of Allied, threatened deed restriction, use restriction, institutional or engineering control or lien pursuant to any property Environmental Laws, (vii) Allied and Allied Subsidiaries have obtained, or have filed timely applications for all Environmental Permits for their respective operations, (viii) Allied and Allied Subsidiaries are currently in compliance with all terms and conditions of such Environmental Permits, (ix) there are no Proceedings pending or, to the Borrower’s knowledgeKnowledge of Allied, formerly owned threatened to revoke, cancel or leased by terminate such Environmental Permits, and Allied is not aware of any basis on which such Environmental Permits could not be renewed in the Borrower or any ordinary and usual course of business, (x) Allied and Allied Subsidiaries each has in full force and effect all financial assurances required under Environmental Laws, and (xi) Allied and Allied Subsidiaries do not reasonably expect that expenditures not otherwise reflected in the financial statements provided 22 to Republic will be necessary for the operations, business and property of Allied and Allied Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datemaintain full compliance with Environmental Laws currently in effect.

Environmental Matters. Except as provided on Schedule 3.16 or to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened in writing which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, ; (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, ; (iii) no Hazardous Material is located has been Released by the Borrower or any of its Subsidiaries at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, any property formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location by the Borrower or any of its Subsidiaries in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, Laws; and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, date hereof. This Section 3.16 contains the sole and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf exclusive representations and warranties of the Borrower or its Subsidiaries with respect to environmental matters, including any of the Subsidiaries of any property currently ormatters relating to Environmental Laws, to the Borrower’s knowledgeHazardous Materials, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateand Releases.

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth on Schedule 3.15 or to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint complaint, Environmental Claim or penalty has been received by the any Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, or to the Borrower’s knowledge, knowledge of any Borrower and its Wholly Owned Subsidiaries threatened against a Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the such Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Wholly Owned Subsidiaries has all environmental permitsenvironmental, licenses health and other safety permits and approvals necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental LawsLaws except for non-compliances which have been resolved and the costs of such resolution have been paid, (iii) to the knowledge of any Borrower and its Wholly Owned Subsidiaries, no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the such Borrower or any of its other Subsidiaries that would reasonably be expected to give rise to any cost, liability to or obligation of the Environmental Claim against such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by such Borrower or any of or controlled, its other Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claim of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (iv) to the knowledge of any Borrower and its Wholly Owned Subsidiaries, there are no acquisition agreements in pursuant to which the such Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof, and (v) to the knowledge of any Borrower and its Wholly Owned Subsidiaries, there has been are no material written environmental assessment landfills or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result disposal areas located at, on, in a Material Adverse Effect), by or on behalf under the assets of the such Borrower or any of its Subsidiaries, and (vi) to the Subsidiaries knowledge of any property Borrower and its Wholly Owned Subsidiaries, except as listed on Schedule 3.15 there are not currently or, to the Borrower’s knowledge, formerly owned and there have not been any underground storage tanks “owned” or leased “operated” (as defined by the applicable Environmental Law) by such Borrower or any Wholly Owned Subsidiary or present or located on such Borrower’s or any Wholly Owned Subsidiary’s Real Property. For purpose of Section 7.01(a), each of the representations and warranties contained in parts (iii), (iv), (v) and (vi) of this Section 3.15 that are qualified by the knowledge of a Borrower and its Wholly Owned Subsidiaries that has shall be deemed not been made available to the Administrative Agent prior be so qualified. Representations and warranties of a Borrower or any Wholly Owned Subsidiary with respect to the Closing Dateenvironmental matters are limited to those in this Section 3.15 unless expressly stated.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iiic) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (ivd) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Restatement Effective Date.

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no written environmental audit conducted since January 1, 1990 by the Borrower or any of its Subsidiaries of any property currently owned or leased by the Borrower or any of its Subsidiaries which has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of claim against the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no acquisition agreements entered into after 1987 in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth in Schedule 5.15 attached hereto, neither any Borrower nor any Subsidiary nor, to each Borrower's knowledge, any other Person has ever caused or permitted any Hazardous Material to be disposed of on or under any real property owned, leased or operated by any Borrower or any Subsidiary or in which any Borrower or any Subsidiary has ever held, directly or indirectly, any legal or beneficial interest or estate, and no such real property has ever been used (either by any Borrower or any Subsidiary or, to each Borrower's knowledge, by any other Person) as (i) a disposal site or permanent storage site for any Hazardous Material or (ii) a temporary storage site for any Hazardous Material. Each Borrower and each of its Subsidiaries have been issued and are in compliance with all material permits, certificates, licenses, approvals and other authorizations relating to environmental matters that would not reasonably be expected and necessary or desirable for their respective businesses, and have filed all notifications and reports relating to havechemical substances, air emissions, underground storage tanks, effluent discharges and Hazardous Material waste storage, treatment and disposal required in connection with the operation of their respective businesses, the failure to have or comply with which would, individually or in the aggregate, have a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the material adverse effect on any Borrower or any of its Subsidiaries, and there are no judicial, administrative Subsidiary. All Hazardous Materials used or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under generated by any Environmental Laws, in each case relating to the Borrower or any Subsidiary or any business merged into or otherwise acquired by any Borrower or any Subsidiary have been generated, accumulated, stored, transported, treated, recycled and disposed of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with all applicable laws and regulations, the terms violation of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, which has any reasonable likelihood of having a material adverse effect on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected Subsidiary. Neither any Borrower nor any Subsidiary has any liabilities with respect to Hazardous Materials and no facts or circumstances exist which could give rise to liabilities with respect to Hazardous Materials, which in either case, individually or in the aggregate, could have any cost, liability or obligation reasonable likelihood of the having a material adverse effect on any Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiary.

Environmental Matters. Except as disclosed on Schedule 3.15 to this Agreement and except as to matters that would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, demand, order, complaint or penalty has been received by the any Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings proceedings, consent orders or consent or settlement agreements pending or, to or threatened in writing against any Borrower or any of the Borrower’s knowledge, threatened Subsidiaries which allege a violation of or liability under any Environmental LawsLaws or Environmental Permits, in each case relating to the any Borrower or any of its Subsidiariesthe Subsidiaries or their Real Property, (ii) each of the Borrower and each Subsidiary has obtained or in a timely manner applied for all Permits and licenses necessary for ownership of its Subsidiaries has all environmental permits, licenses assets and other approvals necessary for its operations as currently conducted to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits , which are in full force and effect, and with all other applicable Environmental Laws, (iii) each Borrower and each Subsidiary has made available to the Administrative Agent prior to the Effective Date the most recent environmental assessment and environmental audit, if any, then available with respect to the operations and the Real Property of each Borrower and each Subsidiary, (iv) (a) to the knowledge of the Borrowers and the Subsidiaries, no Hazardous Material is located at, on or under (b) has been Released by any property currently of the Borrowers or Subsidiaries or, to the Borrower’s knowledgeknowledge of the Borrowers and the Subsidiaries, formerly by any other Person at, on, under or is emanating from any property or facility, including the Real Property, currently owned, operated or leased by the any Borrower or any of its Subsidiaries the Subsidiaries, nor has any Person been exposed to any such Hazardous Materials, that would reasonably be expected likely to give rise to any cost, liability or obligation of the any Borrower or any of its the Subsidiaries under any Environmental Laws or any Environmental PermitsClaim, and no Hazardous Material has been handled, generated, usedowned or controlled by any Borrower or any of the Subsidiaries and disposed of, treated, stored, handled, disposed of or controlled, transported to or Released at any location in a manner or resulting in a condition that would reasonably be expected likely to give rise to any cost, liability or obligation of the any Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, (ivv) there are no written agreements in effect as of the Effective Date pursuant to which the any Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Effective Date, (vi) there are no landfills, disposal areas, or surface impoundments (including slurry impoundments) located at, on, in or under the assets or Real Property of any Borrower or any Subsidiary for which any Borrower or any Subsidiary does not hold and is not in compliance in all material respects with a valid Environmental Permit or Permit pursuant to Mining Laws , and which are closed or to be closed and reclaimed pursuant to Mining Laws and Environmental Laws, and (vvii) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf the knowledge of the Borrowers and the Subsidiaries, except as listed on Schedule 3.15(vii) to this Agreement there are not currently and there have not been any underground storage tanks “owned,” or “operated” (as defined by applicable Environmental Law) by any Borrower or any of the Subsidiaries of any property currently or, to Subsidiary or present or located on the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiary’s Real Property.

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by Debtor of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to havethe discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregatefuture (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS SUBSTANCES" shall mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. Debtor is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that Debtor (i) has violated any Environmental Laws; (ii) is required to clean up, remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. There are not now, nor to Debtor's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycled or disposed of on, under or at any real estate owned or occupied by Debtor during the periods that Debtor owned or occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To Debtor's knowledge, there are no written notice, request for information, order, complaint proposed or penalty has been received by the Borrower pending changes in Environmental Laws which would adversely affect Debtor or any of its Subsidiariesbusiness, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject Debtor to Remedial Action or other actionsliability. Debtor currently complies with and will continue to timely comply with all applicable Environmental Laws; and will provide Bank, suits immediately upon receipt, copies of any correspondence, notice, complaint, order or proceedings pending or, to other document from any source asserting or alleging any circumstance or condition which requires or may require a financial contribution by Debtor or Remedial Action or other response by or on the Borrower’s knowledge, threatened which allege a violation part of or liability Debtor under any Environmental Laws, in each case relating to the Borrower or any which seeks damages or civil, criminal or punitive penalties from Debtor for an alleged violation of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. (a) Except as to matters that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company: (i) no written notice, notification, demand, request for information, ordercitation, summons or order has been received, no complaint or has been filed, no penalty has been received assessed, and as of the date of this Agreement, no investigation, action, claim, suit, proceeding or review (or any basis therefor) is pending or, to the knowledge of the Company, is threatened by any Governmental Authority or other Person relating to the Company or any Subsidiary and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws and all Environmental Permits, (iii) there are no liabilities or obligations for remediation of Hazardous Substances of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation , (iv) there has been no spill, discharge, leak, leaching, emission, migration, injection, disposal, escape, dumping, or release of any kind on, beneath, above, or into any property or facility now or previously owned or leased by the Borrower Company or any of its Subsidiaries or into the environment surrounding any now or previously owned property or facility of any Hazardous Substance, (v) during the term of Company’s or any Subsidiary’s ownership or operation of any facility or property now or previously owned or leased by the Company or any of its Subsidiaries, there are and have been no asbestos fibers or materials or polychlorinated biphenyls or underground storage tanks or related piping on or beneath any facility or property now or previously owned or leased by the Company or any of its Subsidiaries, and there are (vi) no judicial, administrative material expenditure will be required in order for the Parent or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations Merger Subsidiary to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws in effect at the time of the Closing in connection with the operation or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed continued operation of the Surviving Corporation or controlled, transported any facility or Released at any location property now owned or operated by the Company in a manner that would reasonably be expected to give rise to any cost, liability or obligation of consistent with the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased current operation thereof by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateCompany.

Environmental Matters. Except as (a) Each of the Borrowers and their respective Subsidiaries is in compliance with all Environmental Laws governing its business, except to matters the extent that would any such failure to comply (together with any resulting penalties, fines or forfeitures) could not reasonably be expected to havehave a Material Adverse Effect. All licenses, individually permits, registrations or approvals required for the conduct of the business of the Borrowers, and each of their respective Subsidiaries under any Environmental Law have been secured, and each of the Borrowers and such Subsidiaries is in compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers or any of their respective Subsidiaries has received written notice, 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 a Borrower or such Subsidiary is a party or which could affect the ability of a Borrower or any of its Subsidiaries to operate any Real Property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect: . There are no Environmental Claims pending or, to the best knowledge of a Borrower threatened, which could 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 Borrowers or any of their respective Subsidiaries or on any property adjacent to any such Real Property, which are known by a Borrower or as to which a Borrower or any of its Subsidiaries has received written notice, that could reasonably be expected (i) no written notice, request for information, order, complaint to form the basis of an Environmental Claim against a Borrower or penalty has been received by the any of its Subsidiaries or any Real Property of a Borrower or any of its Subsidiaries, and there are no judicialor (ii) to cause such Real Property to be subject to any restrictions on the ownership, administrative occupancy, use or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation transferability of or liability such Real Property under any Environmental LawsLaw, except in each case relating to the Borrower or any of its Subsidiariessuch case, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on Claims or under any property currently or, to restrictions that individually or in the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would aggregate could not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except Each Borrower will conduct its business and the businesses of each of the Subsidiaries so as to matters comply in all material respects with all environmental laws, regulations, directions, ordinances, criteria and guidelines instituted by a Governmental Authority in all jurisdictions in which any of them is or may at any time be doing business including, without limitation, environmental land use, occupational safety or health laws, regulations, directions, ordinances, guidelines, requirements or permits, except to the extent that would not any Borrower or any of its Subsidiaries are contesting, in good faith by appropriate legal proceedings, any such law, regulation, direction, ordinance, criteria, guideline, or interpretation thereof or application thereof; provided, further, that each Borrower and each of the Subsidiaries will comply with the order of any court or other governmental body of the applicable jurisdiction relating to such laws unless such Borrower or the Subsidiaries shall currently be prosecuting an appeal or proceedings for review and shall have secured a stay of enforcement or execution or other arrangement postponing enforcement or execution pending such appeal or proceedings for review. If any Borrower or any of its Subsidiaries shall (a) receive notice that any violation of any federal, state or local environmental law, regulation, direction, ordinance, criteria or guideline may have been committed or is about to be committed by such Borrower or any of its Subsidiaries which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: , (ib) no written notice, request for information, order, receive notice that any administrative or judicial complaint or penalty order has been received filed or is about to be filed against such Borrower or any of its Subsidiaries alleging violations of any federal, state or local environmental law, regulation, direction, ordinance, criteria or guideline or requiring such Borrower or any of its Subsidiaries to take any action in connection with the release of toxic or hazardous substances into the environment or (c) receive any notice from a federal, state, or local governmental agency or private party alleging that such Borrower or any of its Subsidiaries may be liable or responsible for costs associated with a response to or cleanup of a release of a toxic or hazardous substance into the environment or any damages caused thereby, the Borrowers will provide the Agent with a copy of such notice within fifteen (15) days after the receipt thereof by the applicable Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under . Within fifteen (15) days after any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each learns of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on enactment or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation promulgation of any other person arising under federal, state or relating to Environmental Lawslocal environmental law, regulation, direction, ordinance, criteria or guideline which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in have a Material Adverse Effect), by or such Borrower will provide the Agent with notice thereof. Each Borrower will promptly take all actions necessary to prevent the imposition of any Liens on behalf of the Borrower or any of the Subsidiaries its properties arising out of or related to any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Dateenvironmental matters.

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the any Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the any Borrower or any of its Subsidiaries, (ii) each of the Borrower Borrowers and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased leased, by the a Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by any Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the any Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the any Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. (a) Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: , (i) no written notice, request for information, order, complaint or penalty has been received by Holdings, the Borrower or any of its their respective Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental LawsLaws or any other Environmental Liability, in each case relating to Holdings, the Borrower or any of its their respective Subsidiaries, (ii) each of Holdings, the Borrower and its their respective Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledgeknowledge of Holdings, the Borrower or any of their respective Subsidiaries, formerly owned, operated or leased by Holdings, the Borrower or any of its their respective Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned or controlled by Holdings, treated, stored, handled, disposed the Borrower or any of their respective Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would could reasonably be expected to give rise to any costcause Holdings, liability or obligation of the Borrower or any of its their respective Subsidiaries under to incur any Environmental Laws or Environmental PermitsLiability, and (iv) there are no acquisition or other agreements in pursuant to which Holdings, the Borrower or any of its their respective Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLiability.

Environmental Matters. Except as disclosed in Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Material Subsidiaries relating to the Borrower or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings relating to the Borrower or any of the Material Subsidiaries pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and since January 1, 2001 has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no written environmental audit conducted since January 1, 2000 by the Borrower or any of the Material Subsidiaries of any property currently owned or leased by the Borrower or any of the Material Subsidiaries which has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Material Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of the Material Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Material Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no acquisition agreements entered into after December 31, 2000 in which the Borrower or any of its the Material Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as (a) Each of the Borrower and its Restricted Subsidiaries is in compliance with all Environmental Laws and the requirements of any permits issued under such Environmental Laws except for such failures to matters comply that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: (i) . There are no written noticepending or, request for informationto the knowledge of the Borrower, orderthreatened Environmental Claims that would reasonably be expected to have a Material Adverse Effect against the Borrower or any of its Restricted Subsidiaries or any Rig, complaint Real Property or penalty has been received other facility owned, leased or operated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, Restricted Subsidiaries (including any such claim to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to extent known by the Borrower or any of its Subsidiaries, (ii) each to exist and arising out of the Borrower and its Subsidiaries has all environmental permitsownership, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on lease or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased operation by the Borrower or any of its Restricted Subsidiaries that of any Rig, Real Property or other facility formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries but no longer owned, leased or operated by the Borrower or any of its Restricted Subsidiaries). All material licenses, permits, registrations or approvals required for the business of the Borrower and each of its Restricted Subsidiaries as currently conducted under any Environmental Law have been applied for or secured and the Borrower and each of its Restricted Subsidiaries is in compliance therewith except such noncompliance as would not reasonably be expected to give rise to any costhave a Material Adverse Effect. There are no facts, liability circumstances, conditions or obligation occurrences in respect of the business or operations of the Borrower or any of its Restricted Subsidiaries under as currently conducted or planned (or, to the knowledge of the Borrower, any Environmental Laws of the Borrower’s or Environmental Permitsany of its Restricted Subsidiaries’ respective predecessors) or any Rig, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of Real Property or controlled, transported other facility currently owned or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of operated by the Borrower or any of its Restricted Subsidiaries under (or, to the knowledge of the Borrower, any of the Borrower’s or any of its Restricted Subsidiaries’ formerly owned or operated Rig, Real Property or other facility) that are reasonably likely (i) to form the basis of an Environmental Laws or Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Restricted Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, with respect to the Borrower’s knowledge, formerly any Restricted Subsidiary or any Rig, Real Property or other facility owned or leased operated by the Borrower or any of its Restricted Subsidiaries, or (ii) to cause such Rig, Real Property or other facility owned or operated by the Borrower or any of its Restricted Subsidiaries to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law, except for, with respect to (i) such Environmental Claims, or, with respect to clause (ii), such restrictions that has not been made available would not, either individually or in the aggregate, reasonably be expected to the Administrative Agent prior to the Closing Datehave a Material Adverse Effect.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written noticenotice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental LawsLaws or concerning Hazardous Materials, in each case relating to the Borrower or any of its the Restricted Subsidiaries, (ii) each of the Borrower and its the Restricted Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permitsthe Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of the Restricted Subsidiaries is a party in which the Borrower or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectBorrower shall and shall cause each of its Subsidiaries to: (ia) no written conduct its operations and keep and maintain its Real Estate in compliance with all material Environmental Laws and Environmental Permits; (b) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain the value and marketability of the Real Estate or to otherwise comply with Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its Real Estate; (c) notify Investment Manager promptly after Borrower or any Person within its control becomes aware of any violation of Environmental Laws or Environmental Permits or any Release on, at, in, under, above, to, from or about any Real Estate; and (d) promptly forward to Investment Manager a copy of any order, notice, request for information, order, complaint information or penalty has been any communication or report received by the Borrower or any of Person within its Subsidiaries, and there are no judicial, administrative control in connection with any such violation or Release or any other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case matter relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material in each case whether or not the Environmental Protection Agency or any Governmental Authority has been generatedtaken or threatened any action in connection with any such violation, used, treated, stored, handled, disposed of Release or controlled, transported or Released other matter. If Investment Manager at any location in time has a manner reasonable basis to believe that would reasonably there may be expected to give rise to any cost, liability or obligation a violation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Permits by Borrower or any Person under its control or any Environmental Liability arising thereunder, or a Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, then Borrower and its Subsidiaries has expressly assumed or undertaken responsibility for any known or shall, upon Investment Manager’s written request (i) cause the performance of such environmental audits including subsurface sampling of soil and groundwater, and preparation of such environmental reports, at Borrower’s expense, as Investment Manager may from time to time reasonably likely liability or obligation of any other person arising under or relating to Environmental Lawsrequest, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Investment Manager and shall be in any such case has not been made available form and substance reasonably acceptable to the Administrative Agent prior to the Closing DateInvestment Manager, and (vii) there has been no material written permit Investment Manager or its representatives to have access to all Real Estate for the purpose of conducting such environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in audits and testing as Investment Manager deems appropriate, including subsurface sampling of soil and groundwater. Borrower shall reimburse Investment Manager for the costs of such audits and tests and the same will constitute a Material Adverse Effect), by or on behalf part of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateObligations secured hereunder.

Environmental Matters. Except as disclosed in Holdings’ annual report on Form 10-K filed with the SEC for Holdings’ fiscal year ended December 31, 2021, in subsequent quarterly reports on Form 10-Q filed with the SEC prior to the date hereof, or in any subsequent current report on Form 8-K filed with the SEC prior to the Closing Date, and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (ia) no written notice, demand, claim, request for information, order, complaint or penalty has been received by Holdings, the Borrower Company or any of its the Subsidiaries relating to Holdings, the Company or any of the Subsidiaries, and (b) there are no judicial, administrative or other actions, suits or proceedings relating to Holdings, the Company or any of the Subsidiaries pending or, or threatened relating to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iic) each of Holdings, the Borrower Company and its the Subsidiaries has all environmental permits, licenses and licenses, registrations, consents or other approvals authorizations necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and since January 4, 2014 has been, in compliance with the terms of such Environmental Permits permits, licenses, registrations, consents or other authorizations and with all other applicable Environmental Laws, (iiid) no Hazardous Material is located at, in, on or under under, or is emanating from, any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by Holdings, the Borrower Company or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower Company or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by Holdings, the Company or any of the Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Company or any of the Subsidiaries of under any property currently orEnvironmental Laws, (e) to the Borrower’s knowledgeknowledge of the Company, formerly owned there are no facts, conditions, situations or leased sets of circumstances (including any reasonably anticipated changes to Environmental Laws) which could reasonably be expected to give rise to any Environmental Liability or interfere with or prevent continued compliance by Holdings, the Borrower Company or any of Subsidiary with Environmental Laws, and (f) neither Holdings, the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateCompany nor any Subsidiary is financing or conducting any investigation, response or other corrective action under any Environmental Law at any location.

Environmental Matters. The Borrower and each Subsidiary and their respective Environmental Affiliates is now in material compliance with all applicable Environmental Laws. There are, to the Borrower's knowledge after due inquiry, no circumstances that may prevent or interfere with such material compliance in the future. The Borrower and each Subsidiary and their respective Environmental Affiliates have all material Environmental Approvals necessary or desirable for the ownership and operation of their respective properties, facilities and businesses as presently owned and operated and as presently proposed to be owned and operated and for the manufacture, use, production and distribution of their respective products and equipment as presently done and as presently proposed to be done. Except as disclosed in Schedule 2 hereto, there is no Environmental Claim pending or threatened, and, to matters the Borrower's knowledge, there are no past or present acts, omissions, events or circumstances that would not reasonably be expected to havecould form the basis of any Environmental Claim, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by against the Borrower or any Subsidiary. To the best of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s 's knowledge, threatened which allege a violation of no facility or liability under any Environmental Laws, in each case relating to the Borrower property now or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly previously owned, operated or leased by the Borrower or any Subsidiary or any of its Subsidiaries that would reasonably be expected to give rise respective Environmental Affiliates is an Environmental Cleanup Site. To the best of the Borrower's knowledge, except as set forth on Schedule 2, neither the Borrower nor any Subsidiary nor any of its respective Environmental Affiliates has directly transported or directly arranged for the transportation of any Environmental Concern Materials to any costEnvironmental Cleanup Site. No Lien exists, liability or obligation and, to the best of the Borrower's knowledge, except as set forth on Schedule 2, no condition exists which could result in the filing of a Lien, against any property of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Subsidiary or any of its Subsidiaries respective Environmental Affiliates, under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except for such matters as to matters that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has Auxilium and the Auxilium Subsidiaries are now and have been received by the Borrower or any of its Subsidiariesin compliance with all, and have not violated any, applicable Environmental Laws; (ii) there are is no judicial, administrative or other actions, suits or proceedings Environmental Claim pending or, to the Borrower’s knowledgeknowledge of Auxilium, threatened which allege a violation of or liability under any Environmental Lawsagainst Auxilium, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledgeknowledge of Auxilium, formerly owned, operated or leased by the Borrower against any Person whose liability for such Environmental Claims Auxilium or any of its Subsidiaries has retained or assumed either contractually or by operation of law, and, to the knowledge of Auxilium, there are no actions, activities, circumstances, facts, conditions, events or incidents that would reasonably be expected to give rise to any costsuch Environmental Claims; (iii) no property currently or formerly owned, liability leased or obligation of operated by Auxilium and the Borrower Auxilium Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any of its Subsidiaries under other location, is contaminated with any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location Substance in a manner that would reasonably be expected to give rise to any costrequire remedial, liability investigation or obligation of the Borrower clean-up activities by Auxilium or any of its the Auxilium Subsidiaries under or by any Person whose liability for such Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower Claims Auxilium or any of its Subsidiaries has expressly or may have retained or assumed either contractually or undertaken responsibility for by operation of law; (iv) neither Auxilium nor any known Auxilium Subsidiary is subject to any order, decree, injunction or reasonably likely liability agreement with any Governmental Authority, or obligation of any indemnity or other person arising under agreement with any third party, concerning liabilities or obligations relating to any Environmental Laws, which in Law or otherwise relating to any such case has not been made available to the Administrative Agent prior to the Closing Date, and Hazardous Substance; (v) there each of Auxilium and the Auxilium Subsidiaries has been no material written all of the environmental assessment Permits necessary for the conduct and operation of its business as now being conducted, and all such environmental Permits are in good standing; and (vi) Auxilium has delivered or audit conducted otherwise made available copies of any Phase I or II environmental site assessments (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effector similar reports), or material documents relating to any alleged or actual non-compliance with applicable Environmental Laws by Auxilium and the Auxilium Subsidiaries, in each case received or on behalf of the Borrower or any of the Subsidiaries of any property currently orcommissioned by Auxilium since December 31, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date2008.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Holdings, either Borrower or any of its their Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s Holdings’ or either Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Holdings, either Borrower or any of its their Subsidiaries, (ii) each of Holdings, the Borrower Borrowers and its their Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Holdings or either Borrower’s knowledge, formerly owned, operated or leased by the either Borrower or any of its their Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Holdings, either Borrower or any of its their Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Holdings, either Borrower or any of its their Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower Holdings or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Holdings, either Borrower or any of the their Subsidiaries of any property currently or, to the Borrower’s Holdings’ or either Borrowers’ knowledge, formerly owned or leased by the Borrower Holdings or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18)-month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as to matters that set forth in Schedule 3.11 and except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iia) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with each Subsidiary possess all Environmental Permits currently required under applicable Environmental Laws (“Environmental Permits”) to conduct their respective businesses and is are, and within applicable statutes of limitation, have been, in compliance with the terms and conditions of such Environmental Permits, nor has the Borrower or any Subsidiary received written notice that any Environmental Permits possessed by any of them will be revoked, suspended or will not be renewed; (b) the Borrower and each Subsidiary is currently, and within applicable statutes of limitation, have been, in compliance with all other applicable Environmental Laws; (c)(i) the Borrower has not received notice of any civil, (iii) no Hazardous Material is located atcriminal or administrative action, on suit, demand, claim, hearing, notice of violation, investigation, notice or demand letter or request for information pending or threatened under any Environmental Law against the Borrower or any Subsidiary, and (ii) the Borrower has not received notice of actual or potential liability under any Environmental Law that has not been resolved, including, but not limited to, any liability that the Borrower or any Subsidiary may have retained or assumed either contractually or by operation of law; (d) as of the date hereof, no property currently oror facility currently, or to the best of the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to present or former Subsidiary, or by any costrespective predecessor in interest, liability is listed or obligation of proposed for listing on the Borrower National Priorities List or CERCLIS, both promulgated under the CERCLA, or on any of its Subsidiaries comparable foreign or state list established under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, Law; (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (ve)(i) there has been no material written environmental assessment disposal, spill, discharge or audit conducted release of any Hazardous Material generated, used, owned, stored or controlled by the Borrower, any Subsidiary or respective predecessors in interest, on, at or under any property presently or formerly owned, leased or operated by the Borrower, any Subsidiary or any predecessor in interest; and (ii) there are no Hazardous Materials located in, at, on or under such facility or property, or at any other than customary assessments not revealing anything location, in either case, that would could reasonably be expected to result in a Material Adverse Effect)require investigation, removal, remedial or corrective action by or on behalf of the Borrower or any of the Subsidiaries of any property currently orthat would reasonably likely result in liabilities of, or losses, damages or costs to the Borrower under any Environmental Law; (f)(i) there has not been any underground or aboveground storage tank or other underground storage receptacle or related piping, or any impoundment or other disposal area in each case containing Hazardous Materials located on any facility or property owned, leased or operated by the Borrower’s knowledge, formerly owned any Subsidiary or respective predecessors in interest except in compliance with Environmental Laws during the period of such ownership, lease or operation, and (ii) no asbestos or polychlorinated biphenyls have been used or disposed of, or have been located at, on or under any such facility or property during the period of such ownership, lease or operation, except in compliance with Environmental Laws; and (g) no lien has been recorded against any properties, assets or facilities currently owned, leased or operated by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiary under any Environmental Law.

Environmental Matters. Except as Neither the Property nor Borrower's use or operation of the Property is in violation of or subject to matters that would not reasonably be expected any existing, pending, or to havethe best of Borrower's and Guarantor's knowledge, individually threatened investigation or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received inquiry by the Borrower any governmental authority or any of its Subsidiariesremedial obligations under any Applicable Environmental Law, and there are no judicialfacts, administrative conditions or other actions, suits circumstances known to it that require reporting or proceedings pending or, disclosure to any applicable governmental authority; Borrower has not obtained and to the best of its knowledge is not required to obtain any permits, licenses, or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures or equipment in connection with the Property by reason of any environmental laws, rules or regulations, except as disclosed in writing to Lender; to the best of Borrower’s knowledge's knowledge no oil or petroleum products or derivatives, threatened which allege a toxic or hazardous substances or solid wastes have been disposed of or released on the Property by Borrower unless done in accordance with Applicable Environmental Law, and Borrower agrees that it shall not in its use of the Property dispose of or release oil or petroleum products or derivatives, toxic or hazardous substances or solid wastes on the Property unless done in accordance with Applicable Environmental Law. Notwithstanding anything to the contrary herein, Borrower shall indemnify and hold Lender harmless from and against any fines, charges, expenses, fees, reasonable attorneys' fees and costs incurred by Lender because the Property, or the Borrower's use or operation of the Real Property, including any improvements thereon (whether or not due to any fault of Borrower but not due to any fault of the Lender while Lender is in actual possession of the Property) is hereafter determined to be in violation of any Applicable Environmental Law, rules or liability regulations due to causes occurring during Borrower's possession and/or ownership of the Property, and this indemnity shall survive the payment of the Obligations (as that term is defined in the Mortgage), the expiration of the lien under the Mortgage, the release or any foreclosure of the Mortgage or the transfer of the Property in lieu of foreclosure. In the event the Property is determined by any governmental agency or otherwise to be in violation of any Applicable Environmental Laws, in each case rules or regulations relating to the environment (including, without limitation, any determination that oil or petroleum products or derivatives, toxic or hazardous substances have been released or disposed of on the Property such that the presence of such oil or petroleum products or derivatives, toxic or hazardous substances is in violation of any federal, state or local laws, rules or regulations, whether or not the same were placed thereon by Borrower), Borrower shall within the time period permitted by any applicable governmental agency having jurisdiction thereof and in any event within sixty (60) days of written notice from Lender, whichever is sooner, commence such action as may be necessary and approved by the applicable governmental agencies having jurisdiction thereof to bring the Property into compliance with the Applicable Environmental Law, rules and regulations Borrower represents and warrants to Lender that the Property (i) contains no facilities that are subject to reporting (by either Borrower or Manager thereon or other person or entity in possession or occupancy of any portion thereon) under Section 312 of its Subsidiaries, the Federal Emergency Planning and Community Right-To-Know Act of 1986 (42 U.S.C. Section 11022); is not the site of any underground storage tanks for which notification is required under 42 U.S.C. Section 6991a and applicable state or local law; and (ii) each of is not listed on the Borrower and its Subsidiaries has all environmental permitsComprehensive Environmental Response, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsCompensation, and no Hazardous Material has been generated, used, treated, stored, handled, disposed Liability Information System in accordance with Section 116 of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, CERCLA (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect42 U.S.C. Section 9616), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing ARCA Effective Date.

Environmental Matters. Except The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws, except to the extent that the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the best knowledge of the Borrower and its Subsidiaries after due inquiry, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Subsidiaries or any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries, except to the extent that the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries that, to the best knowledge of the Borrower and its Subsidiaries after due inquiry, could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any such real property, or (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by the Borrower or any of its Subsidiaries under any applicable Environmental Law, expect such restrictions as to matters that would could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint . Hazardous Materials have not been Released on or penalty has been received by from any real property arising from or relating to the operations of the Borrower or any of its Subsidiaries, and there are no judicialincluding leaseholds, administrative owned or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would where such Release, individually, may reasonably be expected to give rise to any cost, liability or obligation require in excess of the Borrower or any of its Subsidiaries $500,000 in response costs under any applicable Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as to matters Seller has not received any notice, demand letter or claim (and is not aware of any facts that would not reasonably be expected to haveform a reasonable basis for any claim), individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint entered into any negotiations or penalty has been received by the Borrower or agreements with any of its Subsidiariesother Person, and there Seller is not the subject of any investigation by any governmental or regulatory authority, domestic or foreign, relating to any material or potentially material liability or remedial action under any Environmental Laws. There are no judicialpending or, administrative or other to Seller’s Knowledge, threatened, actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower against Seller or any of its Subsidiariesproperties, assets or operations asserting any such material liability or seeking any material remedial action in connection with any Environmental Laws. Seller’s Business is being and has been conducted in compliance with all Environmental Laws, (iib) each of the Borrower real property leased, occupied by or operated by Seller at any time (including soil, groundwater or surface water on, under or, to Seller’s Knowledge, adjacent to the properties and its Subsidiaries buildings thereon) (the “Affected Property”) do not contain any Regulated Substance other than as permitted under applicable Environmental Laws, (c) Seller has all environmental permits, licenses and other approvals necessary for its operations to comply with all and authorizations required under applicable Environmental Laws for the operation of Seller’s Business (“Environmental Permits”d) and is Seller has not received any notice from any Governmental Authority that Seller may be a potentially responsible party in compliance connection with the terms of such Environmental Permits and with all other Environmental Lawsany waste disposal site or facility used, directly or indirectly, by or otherwise related to Seller, (iiie) no Hazardous Material is located atreports have been filed, or have been required to be filed, by Seller concerning the release of any Regulated Substance or the violation of any Environmental Law on or under at the properties used at any property currently ortime in the business of Seller, (f) no Regulated Substance has been disposed of, transferred, released or transported from the Affected Property in a manner which violated any Environmental Law, (g) there have been no environmental investigations, studies, audits, tests, reviews, or other analyses conducted by or which are in the possession of Seller relating to the BorrowerSeller’s knowledge, formerly owned, operated Business and (h) Seller has not incurred any liabilities (fixed or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise contingent) relating to any costsuit, liability settlement, judgment or obligation of the Borrower claim asserted or any of its Subsidiaries arising under any Environmental Laws Law. The transactions contemplated hereby do not require any filing or Environmental Permitsregistration with, and no Hazardous Material has been generatednotice to, usedor approval or consent by, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries Governmental Authority under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateLaw.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and for the last three years has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located or has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries in amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, the Subsidiaries and transported to or Released at any location in a manner amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (ia) no written notice, request for information, order, complaint Environmental Claim or penalty under Environmental Laws has been received or incurred by the Borrower or any of its SubsidiariesSubsidiary, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of any of the Borrower or any Subsidiary threatened against the Borrower or any Subsidiary, threatened which allege a violation of or liability under or relating to any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (iib) the Borrower and its Subsidiaries have obtained, and maintain in full force and effect, all permits registrations and licenses required by Governmental Authorities under Environmental Laws for the conduct of their businesses and operations as currently conducted, including for the construction, maintenance and operation of all pipelines and facilities, and each of the Borrower and its Subsidiaries each Subsidiary is, and has all environmental permitsbeen, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms and conditions of all such Environmental Permits permits, registrations and licenses and with all other applicable Environmental Laws, (iiic) no neither the Borrower nor any Subsidiary is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release of Hazardous Material is located atSubstances, on or under any property currently or, (d) to the Borrower’s knowledgeknowledge of the Borrower or any Subsidiary, formerly owned, operated there has been no Release or leased threatened Release of Hazardous Substances by the Borrower or any of its Subsidiaries Subsidiary or by any other Person, at any property currently or formerly owned or operated by the Borrower or any Subsidiary that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries Subsidiary or Environmental Claim against the Borrower or any Subsidiary under any Environmental Laws or Environmental PermitsLaws, and (e) no Hazardous Material Substance has been generated, usedowned, treated, stored, handled, disposed of or controlled, controlled by the Borrower or any Subsidiary and transported for disposal or Released at any location in a manner that would reasonably be expected to give rise to any cost, an Environmental Claim or other liability or obligation under Environmental Laws of the Borrower or any Subsidiary, (f) other than pursuant to agreements entered into in the ordinary course of its Subsidiaries under business, neither the Borrower nor any Subsidiary has entered into a contract to assume, guarantee or indemnity any third party for any Environmental Laws or Environmental PermitsClaim, and (ivg) there are no agreements in which each of the Borrower or any of its Subsidiaries and each Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Datedate hereof all material environmental audits, assessment reports, and (v) there has been no material written other environmental assessment reports in its possession or audit conducted (other than customary assessments not revealing anything that would reasonably be expected control relating to result in a Material Adverse Effect)the operations of, by or on behalf of any real property operated or leased by, the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiary.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Other than as disclosed in Schedule 4.14 of the Armada Disclosure Letter, no written material notice, notification, demand, request for information, ordercitation, summons or order has been received, and, to the Knowledge of Armada, no complaint or has been filed, no penalty has been received by the Borrower assessed, and no Action or review (or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings basis therefor) is pending or, to the Borrower’s knowledgeKnowledge of Armada, is threatened which allege a violation by any Governmental Entity or other Person relating to Armada or any Subsidiary and relating to or arising out of or liability under any Environmental Laws, in each case relating Law; (ii) to the Borrower Knowledge of Armada, there are no material liabilities or obligations of Armada or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation; (iiiii) each to the Knowledge of Armada no material expenditure will be required in order for Armada or its Subsidiaries to comply with any Environmental Laws in effect at the time of the Borrower Closing in connection with the operation or continued operation of Armada and its Subsidiaries has all environmental permits, licenses and other approvals necessary for or any facility or property now owned or operated by Armada or its operations to comply with all Environmental Laws (“Environmental Permits”) and is Subsidiaries in compliance a manner consistent with the terms current operation thereof by Armada and its Subsidiaries; (iv) to the Knowledge of such Environmental Permits Armada, there are no conditions with respect to the soil, subsurface, surface waters, groundwater, atmosphere or any environmental medium, whether or not yet discovered, which could result in any material damage, loss, cost, expense or claim with respect to the Oil and with all Gas Interests. There has been no environmental investigation, study, audit, test, review or other Environmental Laws, (iii) no Hazardous Material is located at, on analysis conducted of which Armada has Knowledge that identifies a material issue or under issues in relation to the current or prior business of Armada or any of its Subsidiaries or any property currently or, to the Borrower’s knowledge, formerly owned, operated or facility now or previously owned or leased by the Borrower Armada or any of its Subsidiaries that would reasonably be expected has not been delivered to give rise Mesa prior to the date of this Agreement. For purposes of this Section 4.14 the terms “Armada” and “Subsidiaries” shall include any cost, liability entity that is or obligation was a predecessor of the Borrower Armada or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiaries.

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no written environmental audit conducted since January 1, 1990 by the Borrower or any of its Subsidiaries of any property currently owned or leased by the Borrower or any of its Subsidiaries which has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of claim against the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no acquisition agreements entered into after 1987 in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Other than as disclosed in Schedule 3.14 of the Mesa Disclosure Letter, no written material notice, notification, demand, request for information, ordercitation, summons or order has been received, and, to the Knowledge of Mesa, no complaint or has been filed, no penalty has been received by the Borrower assessed, and no Action or review (or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings basis therefor) is pending or, to the Borrower’s knowledgeKnowledge of Mesa, is threatened which allege a violation by any Governmental Entity or other Person relating to Mesa or any Subsidiary and relating to or arising out of or liability under any Environmental Laws, in each case relating Law; (ii) to the Borrower Knowledge of Mesa, there are no material liabilities or obligations of Mesa or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation; ( (iiiii) each to the Knowledge of the Borrower and its Subsidiaries has all environmental permitsMesa, licenses and other approvals necessary no material expenditure will be required in order for its operations Armada to comply with all any Environmental Laws (“Environmental Permits”) and is in compliance effect at the time of the Closing in connection with the terms operation or continued operation of such Environmental Permits Mesa Sub or any facility or property now owned or operated by Mesa in a manner consistent with the current operation thereof by Mesa; and (iv) to the Knowledge of Mesa, there are no conditions with all respect to the soil, subsurface, surface waters, groundwater, atmosphere or any environmental medium, whether or not yet discovered, which could result in any material damage, loss, cost, expense or claim with respect to the Oil and Gas Interests. There has been no environmental investigation, study, audit, test, review or other Environmental Laws, (iii) no Hazardous Material is located at, on analysis conducted of which Mesa has Knowledge that identifies a material issue or under issues in relation to the current or prior business of Mesa or any of its Subsidiaries or any property currently or, to the Borrower’s knowledge, formerly owned, operated or facility now or previously owned or leased by the Borrower Mesa or any of its Subsidiaries that would reasonably be expected has not been delivered to give rise Armada prior to the date of this Agreement. For purposes of this Section 3.14, the terms “Mesa” and “Subsidiaries” shall include any cost, liability entity that is or obligation was a predecessor of the Borrower Mesa or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing DateSubsidiaries.

Environmental Matters. Except as disclosed on Schedule 3.16 to the November 2006 Credit Agreement and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the U.S. Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledgeknowledge of Holdings (prior to a Qualified IPO), threatened which the U.S. Borrower or any of the Subsidiaries, threatened, that allege a violation of or liability under any Environmental Laws, in each case relating to the U.S. Borrower or any of its the Subsidiaries, (ii) each of the U.S. Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since January 1, 2002, by the U.S. Borrower or any of the Subsidiaries of any property currently owned or leased by the U.S. Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) to the knowledge of Holdings (prior to a Qualified IPO), the U.S. Borrower or any of the Subsidiaries, no Hazardous Material is located at, on or under any property currently or, to the knowledge of any Borrower’s knowledge, formerly owned, operated or leased by the U.S. Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the U.S. Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the U.S. Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and (ivv) there are no written agreements in which the U.S. Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental PermitsLaws, and no Hazardous Material has been generated, usedowned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Datedate hereof.