Common use of Environmental Protection Clause in Contracts

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither A. Neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim Claim, or (C) any Hazardous Materials Activity;Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (ii) B. Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law;, except to the extent that such letter or request could not reasonably be expected to have a Material Adverse Effect. (iii) C. There are no and, to the Borrower’s and each of its Subsidiaries’ knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Material Adverse Effect;. (iv) D. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not, individually or in the aggregate, reasonably be expected to give rise to a Material Adverse Effect. E. Neither the Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the knowledge of the Borrower’s knowledge, any predecessor of the Borrower or any Subsidiary of its Restricted Subsidiaries such predecessor, has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower Borrower’s nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-260 270 or any state equivalent; and (v) Compliance with all current requirements pursuant , except to or under Environmental Laws will not, individually or in the aggregate, extent that any of the foregoing could not reasonably be expected to have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no . F. No event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had had, or could reasonably be expected to have have, a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, except such orders, decrees or settlement agreements that constitute a Disclosed Matter; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law, except for letters or requests that constitute a Disclosed Matter, or that have been fully resolved or are not likely to result in a Material Adverse Effect; (iii) There there are no and, to the BorrowerCompany’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect, except for Environmental Claims that constitute a Disclosed Matter; (iv) Neither the Borrower nor any Company has an environmental management system for its and each of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generationthat demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, transportation(b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, treatment, storage or disposal (c) training employees to comply with applicable environmental requirements and updating such training as necessary and (d) performing regular internal compliance audits of hazardous waste (other than hazardous waste generated in the ordinary course each Facility and ensuring correction of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260any incidents of non-270 or any state equivalent; andcompliance detected by means of such audits; (v) Compliance compliance with all current requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have be reasonably expected to result in a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring except for such compliance with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have Laws that constitute a Materially Adverse EffectDisclosed Matter.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any The operations of Company and each of its Restricted Subsidiaries nor (including, without limitation, all operations and conditions at or in the Facilities) comply with all Environmental Laws except for any of their respective Real Property or operations are subject such noncompliance which would not reasonably be expected to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activityhave a Material Adverse Effect; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to their respective operations, and all such Governmental Authorizations are being maintained in good standing, and Company and each of its Subsidiaries are in compliance with such Governmental Authorizations except for any such failure to obtain, maintain or comply which would not reasonably be expected to have a Material Adverse Effect; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There are no laws, and, to the best of the Borrower’s 's knowledge, have been no conditions, occurrences, none of the operations of Company or any of its Subsidiaries is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location except for such of the foregoing which could would not reasonably be expected to form have a Material Adverse Effect; (iv) none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is subject to any judicial or in administrative proceeding alleging the aggregate, violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any actual or potential violation of or liability under Environmental Laws or (b) any Environmental Claims except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vii) neither Company nor any of its Subsidiaries nor, to the best knowledge of the Borrower’s knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalentequivalent except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release of any Hazardous Materials that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) neither Company nor any of its Subsidiaries nor, to the best knowledge of Company, any of their respective predecessors has disposed of any Hazardous Materials in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) to the best knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; and (vxi) Compliance with all current requirements pursuant no Lien in favor of any Person relating to or under in connection with any Environmental Claim has been filed or has been attached to any Facility except for any such Lien which would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred with respect to the Loan Parties relating to any Environmental Laws will notor any Release of Hazardous Materials at any Facility or any other location which, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contraryhas had, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have have, a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in on Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A3.1(m) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request and except for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries such matters that, individually or in the aggregate, could would not reasonably be expected to have a Materially Material Adverse Effect: (i) the operations of each Subject Company (including all operations and conditions at or in the Subject Company Properties) comply in all respects with all Environmental Laws; (ii) each Subject Company has timely applied for and diligently pursued issuance of or has obtained all Authorizations under Environmental Laws necessary for its respective operations as currently performed, and all such Authorizations are in good standing or reasonably expected to be issued with no interruption in operations, and each Subject Company is in compliance with the terms and conditions of such Authorizations; (iii) no Subject Company has received (a) any written notice or claim to the effect that it is or may be liable to any Person or Governmental Authority as a result of or in connection with any Hazardous Materials or (b) written notice that the operations of any Subject Company is the subject of an investigation by a Governmental Authority relating to or in connection with any Hazardous Materials at any of the Subject Company Properties or at any other location; (iv) Neither none of the Borrower operations of any Subject Company are subject to any judicial or administrative Proceeding alleging the violation of or liability under any Environmental Laws; (v) no Subject Company nor any of its Restricted Subsidiaries, nor, respective operations is subject to the Borrower’s knowledge, any outstanding written order or agreement with any Governmental Authority or private party relating to (A) any Environmental Laws or (B) any Environmental Claims; (vi) no Subject Company nor any predecessor of the Borrower or any of its Restricted Subsidiaries Subject Company has filed notified any notice Governmental Authority under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real Propertyof the Subject Company Properties, except where such past or present treatment or Release is in compliance with applicable Laws; (vii) there are not any, and neither the Borrower there have been no, conditions, occurrences or Hazardous Materials that exist on, under or about any Subject Company Property in a manner that have a reasonable possibility of giving rise to an Environmental Claim and no Subject Company has notified any Governmental Authority of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim; (viii) no Subject Company nor any of its Restricted Subsidiaries’ operations involves respective predecessors has disposed of any Hazardous Materials in a manner that has a reasonable possibility of giving rise to an Environmental Claim; (ix) all underground storage tanks or surface impoundments at the generation, transportation, treatment, storage Subject Company Properties are in compliance with Environmental Laws and none have leaked or disposal are leaking; (x) no Lien in favor of hazardous waste (other than hazardous waste generated any Person relating to or in the ordinary course of business, and which is not reasonably likely connection with any Environmental Claim has been filed or has been attached to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentSubject Company Property; and (vxi) Compliance compliance with all current requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z3.1(m) to the contrary, to the knowledge of Borrower no events or any of its Restricted Subsidiaries, no event or condition has conditions have occurred or is are occurring with respect to the Borrower or any of its Restricted Subsidiaries Subject Company relating to any Environmental Law, any Release of Hazardous Materials, or any activity relating to Hazardous Materials Activity Materials, including any matter disclosed on Schedule 3.1(m), which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.12 annexed hereto, neither : (i) the Borrower nor any operations of its Restricted Subsidiaries nor any of their respective Real Property each Credit Party (including all operations and conditions at or operations are subject in the Facilities) comply with all Environmental Laws except where the failure to any outstanding written order, consent decree or settlement agreement with any Person relating so comply could not reasonably be expected to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activityhave a Material Adverse Effect; (ii) Neither except where the Borrower nor any failure to so comply could not reasonably be expected to have a Material Adverse Effect, each Credit Party has obtained all Governmental Authorizations under Environmental Laws necessary to its operations, and all such Governmental Authorizations are in good standing, and each Credit Party is in compliance with all terms and conditions of its Restricted Subsidiaries such Governmental Authorizations; (iii) except as could not reasonably be expected to have a Material Adverse Effect, no Credit Party has received (a) any written notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no laws, and, to the Borrowerbest of each Credit Party’s knowledge, have been no conditions, occurrences, none of the operations of any Credit Party is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location; (iv) none of the operations of any Credit Party is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower no Credit Party nor any of its Restricted SubsidiariesFacilities or operations are subject to any outstanding written order or agreement with any Governmental Authority or private party relating to any Environmental Laws or any Environmental Claims, that could reasonably be expected to have a Material Adverse Effect; (vi) to the knowledge of the Credit Parties, no Lien in favor of any Governmental authority securing in whole or in part any Liability under Environmental Laws has attached to any property of any Credit Party and no Credit Party, to its best knowledge, has any contingent liability in connection with any Release of any Hazardous Materials by such Credit Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; (vii) no Credit Party nor, to the Borrower’s knowledgebest knowledge of each Credit Party, any predecessor of the Borrower such Credit Party or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of any Credit Party’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, in each case, that could reasonably be expected to have a Material Adverse Effect; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, and no Credit Party has filed any notice or report of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (ix) no Credit Party and, to the best knowledge of each Credit Party, none of its predecessors has disposed of any Hazardous Materials in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; and (vx) Compliance with all current requirements pursuant to no underground storage tanks or under Environmental Laws will not, individually surface impoundments are on or in the aggregate, at any Facility which have a reasonable possibility of giving rise to an Environmental Claim having a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Except as set forth in Schedule 9 attached hereto, neither Neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Ai) any Environmental Law, (Bii) any Environmental Claim Claim, or (Ciii) any Hazardous Materials Activity, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iib) Neither neither the Borrower Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state lawLaw, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iiic) There are no andto any Responsible Officer of the Company’s knowledge there are, to the Borrower’s knowledgeand have been, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (ivd) Neither (i) as of the Borrower Closing Date, neither the Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to any Responsible Officer of the BorrowerCompany’s knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither (ii) none of the Borrower nor Company’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and (ve) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached heretoAs of September 20, neither 2006: A. Neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are was subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim Claim, or (C) any Hazardous Materials Activity;Activity that, individually or in the aggregate, could reasonably have been expected to have a Material Adverse Effect. (ii) B. Neither the Borrower nor any of its Restricted Subsidiaries has had received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law;, except to the extent that such letter or request could not reasonably have been expected to have a Material Adverse Effect. (iii) C. There are no were not and, to the Borrower’s and each of its Subsidiaries’ knowledge, have had not been no conditionsany condition, occurrencesoccurrence, or Hazardous Materials Activities Activity which could reasonably be have been expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be have been expected to have a Materially Material Adverse Effect;. (iv) D. Compliance with all then-current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not, individually or in the aggregate, reasonably have been expected to give rise to a Material Adverse Effect. E. Neither the Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the knowledge of the Borrower’s knowledge, any predecessor of the Borrower or any Subsidiary of its Restricted Subsidiaries has such predecessor, had filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower Borrower’s nor any of its Restricted Subsidiaries’ operations involves involved the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-260 270 or any state equivalent; and (v) Compliance with all current requirements pursuant , except to or under Environmental Laws will not, individually or in the aggregate, extent that any of the foregoing could not reasonably have been expected to have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no . F. No event or condition has had occurred or is was occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had had, or could reasonably be have been expected to have have, a Materially Material Adverse Effect.

Environmental Protection. (a) To the Company's actual knowledge without independent investigation, all real property owned, leased or otherwise operated by the Company and each Subsidiary (a "Facility") is free of contamination from any -------- substance, waste or material (i) Except as set forth currently identified to be toxic or hazardous pursuant to, or which may result in Schedule 9 attached heretoliability under, neither any Environmental Law or (ii) within the Borrower nor any definition of its Restricted Subsidiaries nor any of their respective Real Property a substance which is toxic or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) hazardous under any Environmental Law, (B) including, without limitation, any asbestos, PCB, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance which has in the past or could at any time in the future cause or constitute a health, safety, or environmental hazard to any Person or property or result in any Environmental Claim Liabilities and Costs ("Hazardous Substance") of ------------------- more than $25,000 or which, in either case, could have a Material Adverse Effect. Nor has the Company caused or suffered to occur any release, Spill, migration, leakage, discharge, spillage, uncontrolled loss, seepage, or filtration of Hazard Substances at or from the Facility (Ca "Spill") which could ----- result in Environmental Liabilities and Costs in excess of $25,000. (b) The Company and each Subsidiary has generated, treated, stored and disposed of any Hazardous Materials Activity;Substances in full compliance with applicable Environmental Laws, except for such non-compliances which would not have a Material Adverse Effect. (iic) Neither the Borrower nor The Company and each Subsidiary has obtained, or has applied for, and is in full compliance with and in good standing under all permit required under Environmental Laws (except for such failures which would not have a Material Adverse Effect). The Company does not have any knowledge of its Restricted Subsidiaries has received any letter proceedings to substantially modify or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or to revoke any comparable state law;such permit. (iiid) There are no andinvestigations, proceedings or litigation pending or, to the Borrower’s Company's knowledge, have been no conditionsthreatened, occurrences, affecting or against the Company or the Facilities relating to Environmental Laws or Hazardous Materials Activities which could reasonably be expected to form Substances. (e) Since April 25, 1997, the basis Company has not received any communication or notice (including, without limitation, requests for information) indicating the potential of an Environmental Claim Liabilities and Costs against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectCompany.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity;Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, except such orders, decrees or settlement agreements that constitute a Disclosed Matter. (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law;, except for letters or requests that constitute a Disclosed Matter, or that have been fully resolved or are not likely to result in a Material Adverse Effect. (iii) There there are no and, to the BorrowerCompany’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect;, except for Environmental Claims that constitute a Disclosed Matter. (iv) Neither the Borrower nor any Company has an environmental management system that demonstrates a commitment to environmental compliance and guides each of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generationon (a) preparing and updating written procedures covering material regulatory areas, transportation(b) document compliance, treatment(c) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, storage or disposal (d) training employees to comply with applicable environmental requirements and updating such training as necessary, (e) investigating environmental incidents and implementing improvement actions and (f) performing regular internal compliance audits and ensuring correction of hazardous waste (other than hazardous waste generated in the ordinary course any incidents of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260non-270 or any state equivalent; andcompliance detected by means of such audits. (v) Compliance compliance with all current requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have be reasonably expected to result in a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring except for such compliance with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have Laws that constitute a Materially Adverse EffectDisclosed Matter.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Neither Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity in each case that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) Neither as of the Borrower Closing Date, neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There there are no and, to the Borrowerany Officer of Company’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (iv) Neither as of the Borrower Closing Date neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrowerany Officer of Company’s knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. (a) Except as would not, in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect, and except for matters disclosed in Section 5.11(a) of the Parent Disclosure Schedule or in the Parent SEC Reports, (i) Except as set forth Parent and its subsidiaries are in Schedule 9 attached heretocompliance with all applicable Environmental Laws and the terms and conditions of all applicable Environmental Permits, and neither the Borrower Parent nor any of its Restricted Subsidiaries nor subsidiaries has received any written notice from any person or Governmental Authority that alleges that Parent or any of their respective Real Property its subsidiaries is not in material compliance with applicable Environmental Laws or the terms and conditions of all such Environmental Permits, (ii) there are no Environmental Claims pending or threatened (A) against Parent or any of its subsidiaries, (B) against any person or entity whose liability for any Environmental Claim Parent or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law or (C) against any real or personal property or operations are subject to that Parent or any outstanding written orderof its subsidiaries owns, consent decree leases or settlement agreement with any Person relating manages, in whole or in part, and (iii) there has been no Release of Hazardous Materials that would be reasonably likely to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an any Environmental Claim against the Borrower Parent or any of its Restricted Subsidiaries thatsubsidiaries or against any person or entity whose liability for any Environmental Claim Parent or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law or (B) cause damage or diminution of value to any of the operations or real properties owned, individually leased or managed, in whole or in part, by Parent or any of its subsidiaries. (b) To the aggregatebest knowledge of Parent, could except as disclosed in the Parent SEC Reports, there are no facts or circumstances that are likely to require expenditures by Parent or any of its subsidiaries in order to comply with currently applicable Environmental Laws, except for expenditures that are not reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Parent Material Adverse Effect.

Environmental Protection. (a) To Company's knowledge, all real property owned, leased or otherwise operated by Company and its Subsidiaries (each, a "Facility") is free of contamination from any substance, waste or material (i) Except as set forth currently identified to be toxic or hazardous pursuant to, or which may result in Schedule 9 attached heretoliability under, any Environmental Law or (ii) within the definition of a substance which is toxic or hazardous under any Environmental Law, including, without limitation, any asbestos, pcb, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance which has in the past or could at any time in the future cause or constitute a health, safety or environmental hazard to any Person or property or result in any Environmental Liabilities and Costs ("Hazardous Substance") of more than $100,000 or which, in either case, could have a Material Adverse Effect. To Company's knowledge, neither the Borrower Company nor any of its Restricted Subsidiaries nor has caused or suffered to occur any release, spill, migration, leakage, discharge, spillage, uncontrolled loss, seepage, or filtration of their respective Real Property Hazard Substances at or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to from a Facility (Aa "Spill") any which could result in Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity;Liabilities and Costs in excess of $100,000. (iib) Neither the Borrower Company and each of its Subsidiaries have obtained, or have applied for, and are in material compliance with and in good standing under all permits required under Environmental Laws (except for such failures which would not have a Material Adverse Effect), and neither Company nor any of its Restricted Subsidiaries has any knowledge of any proceedings to substantially modify or to revoke any such permit. (c) There are no investigations, proceedings or litigation pending or, to Company's or its Subsidiaries' knowledge, threatened affecting or against Company, any of its Subsidiaries or the Facilities relating to Environmental Laws or Hazardous Substances. (d) Since January 1, 1998, to Company's knowledge, neither Company nor any of its Subsidiaries has received any letter communication or written request notice (including, without limitation, requests for information under Section 104 information) indicating the potential of the Comprehensive Environmental Response, Compensation Liabilities and Liability Act (42 U.S.C. § 9604) Costs against Company or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 3.15 annexed hereto, : ------------- (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations Facilities are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither neither the Borrower Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any Facility which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither neither the Borrower Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) 4.14. to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 3.15 annexed hereto, which individually or in the aggregate has had ------------- or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached SCHEDULE 5.13 annexed hereto, neither : (i) the Borrower nor any operations of Company and each of its Restricted Subsidiaries nor any of their respective Real Property (including, without limitation, all operations and conditions at or operations are subject to any outstanding written order, consent decree or settlement agreement in the Facilities) comply in all material respects with any Person relating to (A) any all Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials ActivityLaws; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to their respective operations, and all such Governmental Authorizations are being maintained in good standing, and Company and each of its Subsidiaries are in compliance in all material respects with such Governmental Authorizations; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There are no laws, and, to the Borrower’s best of the Borrowers' knowledge, have been no conditions, occurrences, none of the operations of Company or any of its Subsidiaries is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location except for such of the foregoing which could would not reasonably be expected to form have a Material Adverse Effect; (iv) none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is subject to any judicial or in administrative proceeding alleging the aggregate, violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any actual or potential violation of or liability under Environmental Laws or (b) any Environmental Claims except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release by Company or any of its Subsidiaries except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vii) neither Company nor any of its Subsidiaries nor, to the Borrower’s knowledgebest knowledge of the Borrowers, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)at any Facility, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) neither Company nor any of its Subsidiaries nor, to the best knowledge of Company, any of their respective predecessors has disposed of any Hazardous Materials in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) to the best knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (vxi) Compliance with all current requirements pursuant no Lien in favor of any Person relating to or under in connection with any Environmental Claim has been filed or has been attached to any Facility except for any such Lien which would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred with respect to the Loan Parties relating to any Environmental Laws will notor any Release of any Hazardous Materials at any Facility or any other location, including without limitation any matter disclosed in SCHEDULE 5.13 annexed hereto which, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have have, a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or any Joint Lead Arranger; (ii) Neither the neither Borrower nor any of its Restricted Subsidiaries has received any material letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse EffectEffect or impose any liability on the Lenders, Administrative Agent or any Joint Lead Arranger; (iv) Neither the neither Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrower’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have be reasonably expected to result in a reasonable possibility of giving rise to a Materially Material Adverse EffectEffect or impose any liability on the Lenders, Administrative Agent or any Joint Lead Arranger. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have result in a Materially Material Adverse Effect, or could reasonably be expected to impose any liability on the Lenders, Administrative Agent or any Joint Lead Arranger.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Neither Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) There are no andto any Responsible Officer of Company’s knowledge there are, to the Borrower’s knowledgeand have been, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (iv) Neither as of the Borrower Closing Date neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrowerany Responsible Officer of Company’s knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. (a) To Company's actual knowledge (for purposes of this Section 4.10 the actual knowledge of the Company shall mean the actual knowledge of Xxxxx Xxxxx or Xxxx Xxxxx after due inquiry), all real property owned, leased or otherwise operated by Company (a "Facility") is free of contamination from any substance, waste or material (i) Except as set forth currently identified to be toxic or hazardous pursuant to, or which may result in Schedule 9 attached heretoliability under, neither any Environmental Law or (ii) within the Borrower nor any definition of its Restricted Subsidiaries nor any of their respective Real Property a substance which is toxic or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) hazardous under any Environmental Law, (B) including, without limitation, any asbestos, PCB, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance which has in the past or could at any time in the future cause or constitute a health, safety, or environmental hazard to any Person or property or result in any Environmental Claim Liabilities and Costs ("Hazardous Substance") of more than $10,000 or which, in either case, could have a Material Adverse Effect. Neither Company has caused or suffered to occur any release, Spill, migration, leakage, discharge, spillage, uncontrolled loss, seepage, or filtration of Hazard Substances at or from the Facility (Ca "Spill") which could result in Environmental Liabilities and Costs in excess of $10,000. (b) Company and each Subsidiary has generated, treated, stored and disposed of any Hazardous Materials Activity;Substances in full compliance with applicable Environmental Laws, except for such non-compliances which would not have a Material Adverse Effect. (iic) Neither the Borrower nor Company and each Subsidiary has obtained, or has applied for, and is in full compliance with and in good standing under all permit required under Environmental Laws (except for such failures which would not have a Material Adverse Effect) and neither Company has any knowledge of its Restricted Subsidiaries has received any letter proceedings to substantially modify or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or to revoke any comparable state law;such permit. (iiid) There are no andinvestigations, proceedings or litigation pending or, to the Borrower’s Company's knowledge, have been no conditionsthreatened, occurrences, affecting or against Company or the Facilities relating to Environmental Laws or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect;Substances. (ive) Neither Since January 1, 1996, the Borrower nor Company has not received any communication or notice (including, without limitation, requests for information) indicating the potential of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, Liabilities and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectCosts against Company.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, neither : (i) none of the Borrower nor any of its Restricted Subsidiaries Loan Parties nor any of their respective Real Property current Facilities or operations nor, to Borrower’s knowledge, any of the Loan Parties’ respective former Facilities or operations, are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) Neither none of the Borrower nor any of its Restricted Subsidiaries Loan Parties has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Parent or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (iv) Neither none of the Borrower nor any of its Restricted Subsidiaries, Loan Parties nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries the Loan Parties has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor any of its Restricted SubsidiariesLoan Parties’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 7.3(o) annexed hereto: (1) the operations of each of the Loan Parties and each of their Subsidiaries (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all Environmental Laws; (2) each of the Loan Parties and each of their Subsidiaries has obtained all Governmental Approvals under Environmental Laws necessary to its respective operations, and all such Governmental Approvals are in good standing, and each of the Loan Parties and each of their Subsidiaries is in compliance with all material terms and conditions of such Governmental Approvals; (3) neither the Borrower nor any of its Restricted Subsidiaries Loan Party nor any of their respective Real Property Subsidiaries has received (a) any notice or operations are subject claim to the effect that it is or may be liable to any outstanding written order, consent decree Person as a result of or settlement agreement in connection with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; except as would not reasonably be expected to have a Material Adverse Effect or (iib) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § ss. 9604) or any PARTICIPATION AGREEMENT comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities laws regarding any matter which could reasonably be expected to form result in a Material Adverse Effect, and, to the basis best of an Environmental Claim against each of the Borrower Loan Parties' knowledge, none of the operations of any of the Loan Parties or any of its Restricted their Subsidiaries that, individually is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (4) none of the aggregate, operations of any of the Loan Parties or any of their Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (iv5) Neither the Borrower neither any Loan Party nor any of their Subsidiaries nor any of their respective Facilities or operations is subject to any outstanding written order or agreement with any Governmental Authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims which could reasonably be expected to result in a liability to either Lessee or any of its Restricted Subsidiaries, norSubsidiaries in excess of $10,000,000 individually or in the aggregate; (6) neither any Loan Party nor any of their Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by any of the Loan Parties or any of their Subsidiaries which could reasonably be expected to result in Material Adverse Effect (7) neither any Loan Party nor any of their Subsidiaries or, to the Borrower’s knowledgebest knowledge of any Loan Party, any predecessor of any of the Borrower Loan Parties or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real PropertyFacility except as would not reasonably be expected to have a Material Adverse Effect, and neither none of the Borrower nor Loan Parties' or any of its Restricted Subsidiaries’ their Subsidiar ies' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalentequivalent other than in compliance in all material respects with all Environmental Laws; andPARTICIPATION AGREEMENT (v) Compliance with all current requirements pursuant 8) no Hazardous Materials exist on, under or about any Facility in a manner that has a reasonably possibility of giving rise to an Environmental Claim having a Material Adverse Effect, and neither any Loan Party nor any of their Subsidiaries has filed any notice or under Environmental Laws will not, individually or in the aggregate, have report of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim having a Materially Material Adverse Effect; (9) neither any Loan Party nor any of their Subsidiaries or, to the best knowledge of any Loan Party, any of their respective predecessors has disposed of any Hazardous Materials in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (10) no unpermitted underground storage tanks or surface impoundments are on or at any Facility; and (11) no material Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility. Notwithstanding anything in this Section 4.1(zparagraph (o) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to any of the Borrower Loan Parties or any of its Restricted their Subsidiaries relating to any Environmental Law, Laws or any Release of Hazardous Materials, Materials at any Facility or any Hazardous Materials Activity which individually other location, including, without limitation, any matter disclosed on Schedule 7.3(o) annexed hereto, which, individually, or in the aggregate aggregate, has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Except as set forth for reasonable quantities of maintenance and office supplies, all real property owned, leased or otherwise operated by OptiCare and its Subsidiaries (each, a "Facility") is free of contamination from any substance, waste or material within the definition of a substance which is toxic or hazardous under any Environmental Law ("Hazardous Substance"), including, without limitation, any asbestos, pcb, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance which has in Schedule 9 attached heretothe past or could at any time in the future cause or constitute a health, neither the Borrower safety, or environmental hazard to any Person or property or could reasonably be expected to result in any liabilities and costs of more than $100,000 or which, in either case, could have a Material Adverse Effect. Neither OptiCare nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received caused or suffered to occur any letter or written request for information under Section 104 of the Comprehensive Environmental Responserelease, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no andspill, to the Borrower’s knowledgemigration, have been no conditionsleakage, occurrencesdischarge, spillage, uncontrolled loss, seepage, or filtration of Hazardous Materials Activities Substances at or from the Facility (a "Spill") which could reasonably be expected to form the basis result in liabilities and costs in excess of an $100,000. (b) OptiCare and each Subsidiary has generated, treated, stored and disposed of any Hazardous Substances in full compliance with applicable Environmental Claim against the Borrower or any of its Restricted Subsidiaries thatLaws, individually or in the aggregate, could reasonably be expected to except for such non-compliances which would not have a Materially Material Adverse Effect;. (ivc) Neither the Borrower OptiCare and each Subsidiary has obtained, or has applied for, and is in full compliance with and in good standing under all permits required under Environmental Laws (except for such failures which would not have a Material Adverse Effect) and neither OptiCare nor any of its Restricted SubsidiariesSubsidiaries has any knowledge of any proceedings to substantially modify or to revoke any such permit. (d) There are no investigations, norproceedings or litigation pending or, to the Borrower’s OptiCare's or its Subsidiaries' knowledge, any predecessor of the Borrower threatened affecting or against OptiCare, any of its Restricted Subsidiaries has filed any notice under any or the Facilities relating to Environmental Law indicating past Laws or present Release of Hazardous Materials on any Real PropertySubstances. (e) Since January 1, and 1999, neither the Borrower OptiCare nor any of its Restricted Subsidiaries’ operations involves Subsidiaries has received any communication or notice (including, without limitation, requests for information) indicating the generation, transportation, treatment, storage potential for liabilities and costs against OptiCare or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Laws or Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectSubstances.

Environmental Protection. (i) Except as set forth in on Schedule 9 4.29. attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity;: (iia) Neither the The business operations of each of Borrower nor any of and its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive comply in all material respects with all Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which Laws except where non-compliance could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could not reasonably be expected to have a Materially Material Adverse Effect;. (ivb) Neither the Borrower nor any of its Restricted SubsidiariesSubsidiaries has received (i) any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of any Hazardous Materials or (ii) any letter or request for information under CERCLA or any other Environmental Laws, norand, to the best of Borrower’s 's or any such Subsidiaries' actual knowledge, based upon reasonable investigation, the business operations of Borrower and such Subsidiaries are not the subject of any predecessor investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of the any Hazardous Material or claim, or threatened lawsuit or claim arising under or related to any Environmental Law except, in each case, where non-compliance could not reasonably be expected to have a Material Adverse Effect. (c) Borrower, its Subsidiaries and their properties, assets and operations are not subject to any outstanding written order or agreement with any Governmental Authority or private party respecting any Environmental Laws except for any such written order or agreement which could not reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower or nor any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment or disposal of Hazardous Materials on any Real PropertyMaterials, and neither none of the operations of Borrower nor or any of its Restricted Subsidiaries’ operations involves such Subsidiaries involve the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or except where such activity could not reasonably be expected to have a Materially Material Adverse Effect. (e) To the best of Borrower's and its Subsidiaries' actual knowledge, based upon reasonable investigation, no Hazardous Material exists on, under or about any of the properties or assets of Borrower or any such Subsidiaries, real or personal, in a manner that is likely to give rise to any claim or suit against Borrower or any such Subsidiaries, and neither Borrower nor any Subsidiary of Borrower has filed any notice or report of a Release of any Hazardous Materials that could give rise to any such claim or suit against Borrower except, in each case, where such claim or suit or filing could not reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (i) Except as set forth in on Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request 5.12 and except for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries such matters that, individually or in the aggregate, could would not reasonably be expected to have a Materially Material Adverse Effect: (i) the operations of each Subject Company (including all operations and conditions at or in the Subject Company Properties) comply in all respects with all Environmental Laws; (ii) each Subject Company has timely applied for and diligently pursued issuance of or has obtained all Authorizations under Environmental Laws necessary for its respective operations as currently performed, and all such Authorizations are in good standing or reasonably expected to be issued with no interruption in operations, and each Subject Company is in compliance with the terms and conditions of such Authorizations; (iii) no Subject Company has received (a) any written notice or claim to the effect that it is or may be liable to any Person or Governmental Authority as a result of or in connection with any Hazardous Materials or (b) written notice that the operations of any Subject Company is the subject of an investigation by a Governmental Authority relating to or in connection with any Hazardous Materials at any of the Subject Company Properties or at any other location; (iv) Neither none of the Borrower operations of any Subject Company are subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws; (v) no Subject Company nor any of its Restricted Subsidiaries, nor, respective operations is subject to the Borrower’s knowledge, any outstanding written order or agreement with any Governmental Authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims; (vi) no Subject Company nor any predecessor of the Borrower or any of its Restricted Subsidiaries Subject Company, has filed notified any notice Governmental Authority under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real Propertyof the Subject Company Properties, except where such past or present treatment or Release is in compliance with applicable Laws; (vii) there are not any, and neither the Borrower there have been no, conditions, occurrences or Hazardous Materials that exist on, under or about any Subject Company Property in a manner that have a reasonable possibility of giving rise to an Environmental Claim and no Subject Company has notified any Governmental Authority of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim; (viii) no Subject Company nor any of its Restricted Subsidiaries’ operations involves respective predecessors has disposed of any Hazardous Materials in a manner that has a reasonable possibility of giving rise to an Environmental Claim; (ix) all underground storage tanks or surface impoundments at the generation, transportation, treatment, storage Subject Company Properties are in compliance with Environmental Laws and none have leaked or disposal are leaking; (x) no Lien in favor of hazardous waste (other than hazardous waste generated any Person relating to or in the ordinary course of business, and which is not reasonably likely connection with any Environmental Claim has been filed or has been attached to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentSubject Company Property; and (vxi) Compliance compliance with all current requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) 5.12 to the contrary, to the knowledge of Borrower no events or any of its Restricted Subsidiaries, no event or condition has conditions have occurred or is are occurring with respect to the Borrower or any of its Restricted Subsidiaries Subject Company relating to any Environmental Law, any Release of Hazardous Materials, or any activity relating to Hazardous Materials Activity Materials, including any matter disclosed on Schedule 5.12, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth disclosed in Schedule 9 attached hereto6.15, neither the Borrower nor any and each of its Restricted Subsidiaries nor and all real property owned, leased or operated by the Borrower or any Subsidiary are in compliance with all applicable Environmental Laws and Environmental Permits, except for any noncompliance which would not reasonably be expected to have a Material Adverse Effect. The Borrower and each of their respective Real Property or operations are subject its Subsidiaries have all required Environmental Permits, except where the failure to any outstanding written orderobtain an Environmental Permit would not reasonably be expected to have a Material Adverse Effect, consent decree or settlement agreement with any Person relating to (A) and no revocation of any Environmental LawPermit is pending or, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) to Borrower’s knowledge, threatened. Neither the Borrower nor any Subsidiary has caused or suffered to occur any Release of its Restricted Subsidiaries has received any letter Hazardous Substance into the environment and there is no Release of Hazardous Substances on any real property owned, leased or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against operated by the Borrower or any of its Restricted Subsidiaries thatSubsidiary, except in each case for (a) permitted Releases under any Environmental Laws or Environmental Permit issued to the Borrower or any Subsidiary or (b) Releases that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or to result in any violations of any Environmental Laws that could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will notexpected, individually or in the aggregate, to have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything Except as disclosed in this Section 4.1(z) Schedule 6.15, neither the Borrower nor any Subsidiary has caused or suffered to occur any condition on any of their property that could give rise to the contrary, to the knowledge imposition of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Lien under Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Laws which individually or in the aggregate has had or could would reasonably be expected to have a Materially Material Adverse Effect. There are no Environmental Claims pending, or to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which would in any such case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto4.12 annexed hereto or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) neither the Borrower Borrowers nor any of its Restricted their Subsidiaries nor any of their respective Real Property Facilities or operations relating to the Phase II Project, the Site or the Resort Complex are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither neither the Borrower Borrowers nor any of its Restricted their Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no andthere are, and to the Borrower’s Borrowers’ knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any of the Facilities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effecttheir Subsidiaries; (iv) Neither neither the Borrower Borrowers nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s Borrowers’ knowledge, any predecessor of the Borrower Borrowers or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor Borrowers’ or any of its Restricted their Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 4.12 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Borrowers or any of its Restricted their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 4.12 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity in each case that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) Neither as of the Borrower Closing Date, neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (iv) Neither as of the Borrower Closing Date neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' 87 operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. Except as specified in "Environmental Schedule" attached hereto as Schedule 4.1(L) and after giving effect to the GMAC Transactions and the Acquisition, except for materials, conditions, operations and noncompliance which is not reasonably likely to have a Material Adverse Effect: (i) Except as set forth the business of the Loan Parties and each of their Subsidiaries, the methods and means employed by the Loan Parties (and their Subsidiaries) in Schedule 9 attached hereto, neither the Borrower nor any operation thereof (including all operations and conditions at or in the properties of its Restricted Subsidiaries nor the Loan Parties or any of their respective Real Property Subsidiaries), the assets owned, leased, managed, used, controlled, held or operations operated by the Loan Parties and/or their Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) with respect to the Properties and Facilities, and except as disclosed in the Environmental Schedule, the Loan Parties (and their Subsidiaries) have obtained, possess, and are subject in compliance in all material respects with all permits, licenses, reviews, certifications, approvals, registrations, consents, and any other authorizations required of a Loan Party (or any Subsidiary thereof) or other party under any Environmental Laws; (iii) the Loan Parties or any of their Subsidiaries have not received (x) any claim or notice of violation, lien, complaint, suit, order or other claim or notice to the effect that the Loan Parties (or any of their Subsidiaries) are or may be liable to any outstanding written order, consent decree or settlement agreement with any Person relating to as a result of (A) the environmental condition of any Environmental Lawof their Properties and Facilities or any other property, or (B) the release or threatened release of any Environmental Claim Pollutant, or (Cy) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental ResponseCERCLA, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no andLaws, and to the Borrower’s best of the any of Loan Parties' knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form none of the basis operations of an Environmental Claim against the Borrower Loan Parties or any of its Restricted their Subsidiaries thatis the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Pollutant at the Properties and Facilities or at any other location, individually including any location to which the Loan Parties or in any of their Subsidiaries have transported, or arranged for the aggregatetransportation of, could reasonably be expected any Pollutants with respect to have a Materially Adverse Effect; the Properties and Facilities; (iv) Neither except as disclosed in the Borrower Environmental Schedule, EXHIBIT 10.1 neither the Loan Parties, nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower the Loan Parties, any prior owner or any of its Restricted Subsidiariesoperator has incurred in the past, no event or condition has occurred or is occurring with respect now subject to, any Environmental Liabilities; (v) except as disclosed in the Environmental Schedule, to the Borrower knowledge of the Loan Parties, there are no Liens, covenants, deed restrictions, notice or any of its Restricted Subsidiaries relating registration requirements, or other limitations applicable to the Properties and Facilities, based upon any Environmental LawLaws or other legal obligations; (vi) to the knowledge of the Loan Parties, any Release of Hazardous Materialsthere are no USTs located in, at, on, or any Hazardous Materials Activity which individually under the Properties and Facilities or other than the USTs identified in the aggregate has had Environmental Schedule as USTs; and, to the knowledge of the Loan Parties, each of those USTs is in compliance in all material respects with all Environmental Laws and other legal obligations; and (vii) except as disclosed in the Environmental Schedule, to the knowledge of the Loan Parties, there are no PCBs, lead paint, asbestos (of any type or could reasonably be expected form), or materials, articles or products containing PCBs, lead paint or asbestos, located in, at, on, under, a part of, or otherwise related to have a Materially Adverse Effectthe Properties and Facilities, and, to the knowledge of the Loan Parties, all of the PCBs, lead paint, asbestos, and materials, articles and products containing PCBs, lead paint or asbestos identified in the Environmental Schedule are in compliance in all material respects with all Environmental Laws and other legal obligations.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Neither Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity;. (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law;. (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, which individually or in the aggregate, aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect;. (iv) Neither the Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrower’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and. (v) Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. (vi) To Borrower’s and each of its Subsidiary’s knowledge, all Real Property Assets and all operations of Borrower and its Subsidiaries are in compliance, and have in the last five years been in compliance, with Environmental Laws, except where such failure to comply could not reasonably be expected to have a reasonable possibility of giving rise to a Materially Material Adverse Effect. (vii) No judicial proceeding or action by any Governmental Authority is pending, or to the knowledge of Borrower and each of its Subsidiaries, threatened, under any Environmental Law to which Borrower or any of its Subsidiaries is or will be named as a party. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Except as set forth in Schedule 9 attached hereto, neither 3.19: (i) The Business and each Seller Party and its Affiliates in respect of the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations Business are subject to any outstanding written order, consent decree or settlement agreement in material compliance with any Person relating to (A) any all Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials ActivityLaws; (ii) Neither the Borrower nor any of Each Seller Party and its Restricted Subsidiaries has received any letter or written request for information under Section 104 Affiliates has, in respect of the Comprehensive Business, obtained all material Governmental Permits required under Environmental Response, Compensation Law necessary for its operation. Each Seller Party and Liability Act (42 U.S.C. § 9604) or any comparable state lawits Affiliates is in compliance in all material respects with all terms and conditions of such Governmental Permits; (iii) There are no andAs of the date of this Agreement, to none of the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Seller Parties or any of its Restricted Subsidiaries thatAffiliates, individually with respect to the Business, or in the aggregateStation or the Real Property is the subject of any pending or, could reasonably be expected to have a Materially Adverse Effectthe Knowledge of the Seller Parties, threatened action, claim, complaint, investigation or notice of noncompliance or potential responsibility or other proceedings alleging any material failure of the Business or such Persons with respect to the Business to comply with, or material liability of the Business or such Persons with respect to the Business under, any Environmental Law; (iv) Neither To the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor Knowledge of the Borrower Seller Parties, there has been no Release or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past threatened or present pending Release of Hazardous Materials on at, under, to, about, on, or from any Real PropertyProperty or any other property currently or formerly owned, and neither the Borrower nor licensed, leased, occupied, used or operated by any of its Restricted Subsidiaries’ operations involves the generationSeller Parties or their Affiliates with respect to the Business, transportationthe Purchased Assets, treatmentthe Assumed Liabilities or the Station that would reasonably be expected to require any Seller Party to conduct any material investigation, storage remediation or disposal other response action, or incur material Losses; (v) To the Knowledge of hazardous waste (other than hazardous waste generated in the ordinary course Seller Parties, no Hazardous Materials are generated, disposed, or present in, on, or under any of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)except for such Hazardous Materials as are (i) reasonably necessary for the customary operation of the Station and the Business, as defined under 40 C.F.R. Parts 260and (ii) used, stored, handled and disposed in material compliance with Environmental Laws; (vi) There is no lead-270 or based paint on any state equivalenttower structures included among the Purchased Assets; and (vvii) Compliance with The Seller Parties have made available to the Buyer true, complete and correct copies of all current requirements pursuant environmental assessments, audits, inspections, investigations, surveys or other similar environmental reports relating to the Station, the Real Property, the Business or under Environmental Laws will not, individually or the Purchased Assets that are in the aggregatepossession, have a reasonable possibility custody or control of giving rise to a Materially Adverse Effect. Notwithstanding anything the Seller Parties. (b) Other than as provided in Section 3.8, the representations and warranties contained in this Section 4.1(z) to 3.19 are the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries sole and exclusive representations and warranties relating to any Environmental Law, any Release of Law or Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities, including the Land, or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the neither Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § U.S.C.ss. 9604) or any comparable state comparxxxx xxxte law; (iii) There there are no and, to the Borrower’s 's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities on the Land or any other Facility which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the neither Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s 's knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrower's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth otherwise disclosed in Schedule 9 attached heretothe Companies' SEC Filings and except for such exceptions as would not singly or in the aggregate have a Material Adverse Effect, neither none of the Borrower nor any of its Restricted Subsidiaries nor any of REIT's or the OPCO's or their respective Real Property or operations are subject to affiliates' properties contain any outstanding written orderHazardous Materials that, consent decree or settlement agreement with any Person relating to (A) under any Environmental Law, (Bi) would impose liability on such Company or any Environmental Claim affiliate that is likely to have a Material Adverse Effect or (C) any Hazardous Materials Activity; (ii) is likely to result in the imposition of a lien on any material asset owned, directly or indirectly, by such Company. Neither the Borrower Company nor any affiliate is subject to any existing, pending or, to the best knowledge of its Restricted Subsidiaries has received each Company, threatened investigation or proceeding by any letter governmental agency or written request for information under authority with respect to pursuant to any Environmental law, except any which, if adversely determined, would not have a Material Adverse Effect. As used herein, "Environmental Laws" mean all federal, state, local and foreign environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder, including, without limitation laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage disposal, transport or handling of pollutants, contaminants, chemicals, or industrial, solid, toxic or hazardous substances or wastes; and "Hazardous Material" includes, without limitation, (i) all substances which are designated pursuant to Section 104 311(b)(2)(A) of the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. Section 1251 et seq.; (ii) any element, compound, mixture, solution, or substance which is designated pursuant to Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. § 9604) or any comparable state law; Section 9601 et seq.; (iii) There any hazardous waste having the characteristics which are no andidentified under or listed pursuant to Section 3001 of the Resource Conservation and Recovery Act ("RCRA"), to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; 42 U.S.C. Section 6901 et seq.; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor toxic pollutant listed under Section 307(a) of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentFWPCA; and (v) Compliance with all current requirements pursuant to any hazardous air pollutant which is listed under Section 112 of the Clean Air Act, 42 U.S.C. Section 7401 et seq.; (vi) any imminently hazardous chemical substance or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring mixture with respect to which action has been taken pursuant to Section 7 of the Borrower or any of its Restricted Subsidiaries relating to any Environmental LawToxic Substances Control Act, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.15 U.S.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 4.14 annexed hereto, neither : ------------- (i) no member of the Borrower nor any of its Restricted Subsidiaries Group nor any of their respective Real Property or operations Facilities are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither no member of the Borrower nor any of its Restricted Subsidiaries Group has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There there are no and, to the each Borrower’s 's knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any Facility which could reasonably be expected to form the basis of an Environmental Claim against any member of the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectGroup; (iv) Neither no member of the Borrower nor any of its Restricted Subsidiaries, Group nor, to the each Borrower’s 's knowledge, any predecessor of any member of the Borrower or any of its Restricted Subsidiaries Group has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither no member of the Borrower nor any of its Restricted Subsidiaries’ Group's operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) 4.14. to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or ------------ condition has occurred or is occurring with respect to any member of the Borrower or any of its Restricted Subsidiaries Group relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 4.14 annexed hereto, which ------------- individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Each Constituent Corporation and all real property owned, leased or otherwise operated by each Constituent Corporation (each, a "Facility") comply in material respects with any applicable Environmental Law; (b) Each Constituent Corporation has all permits and authorizations necessary from any government authorities for its operations and the Facilities by any applicable Environmental Law; (c) Except as set forth in Schedule 9 attached hereto3.11(c), neither the Borrower nor each Constituent Corporation has not, and has no knowledge of any other person who has, caused any release, threatened release or disposal of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor Material at any of its Restricted Subsidiaries has received Facility in any letter or written request for information under Section 104 of the Comprehensive Environmental Responsematerial quantity, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledgeknowledge of each Constituent Corporation, have been no conditionsthe Facilities are not adversely affected by any release, occurrencesthreatened release or disposal of a Hazardous Material originating or emanating from any other property; (d) Each Constituent Corporation has generated, treated, stored or disposed of all Hazardous Materials Activities in full compliance with applicable Environmental Laws, except such non-compliances which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to aggregate have no reasonable likelihood of having a Materially Material Adverse Effect; (ive) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries Each Constituent Corporation has filed any notice obtained and is in full compliance with and in good standing under any all permits required under Environmental Law indicating past or present Release of Hazardous Materials on any Real PropertyLaws, and neither the Borrower nor Consolidated Corporation has no knowledge of any of its Restricted Subsidiaries’ operations involves the generationproceedings to substantially modify or to revoke any such permit, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in those permits, the ordinary course failure of business, and which is not reasonably likely to materially adversely affect the Real Property obtain or have a Materially Adverse Effect)in effect, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, would have no reasonable likelihood of having a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z; (f) There are no investigations; judicial or administrative proceedings, pending litigation or, to each Constituent Corporation's knowledge, threatened investigations, proceedings or litigation affecting or relating to each Constituent Corporation or the Facilities relating to Environmental Laws or Hazardous Materials. (g) The Constituent Corporations have not received any communication or notice (including, without limitation, requests for information) indicating the potential of Environmental Liabilities and Costs against any of the Constituent Corporations or the Facilities; (h) Each Constituent Corporation has provided to the contrary, Purchaser or made available to the knowledge Purchaser all environmental records, documents, correspondence, analytical results, manifests, permits or other records concerning the potential of Borrower Environmental Liabilities and Costs against any Constituent Corporation or the Facilities that any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectConstituent Corporation possesses.

Environmental Protection. (i) Except as set forth in on Schedule 9 attached 5.13 annexed hereto, neither the Borrower : ------------- (i) Neither Holdings nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, in the case of (a), (b) or (c), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (ii) Neither the Borrower Holdings nor any of its Restricted Subsidiaries has received any letter or written request for information from any governmental agency under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There To Holdings' and Company's knowledge, there are no and, to the Borrower’s knowledge, and have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Holdings or any of its Restricted Subsidiaries that, individually or in the aggregate, could would reasonably be expected to have a Materially Material Adverse Effect; (iv) Neither the Borrower nor Holdings maintains an environmental management system designed to maintain compliance with Environmental Laws and correct any incidents of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260non-270 or any state equivalent; andcompliance; (v) Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z; and (vi) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no No event or condition has occurred or is occurring with respect to the Borrower Holdings or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could would reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Material Adverse Effect; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (a) Except as would not, in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect, and except for matters disclosed in Section 5.12(a) of the Parent Disclosure Schedule or in the Parent SEC Reports, (i) Except as set forth Parent and its subsidiaries are in Schedule 9 attached heretocompliance with all applicable Environmental Laws and the terms and conditions of all applicable Environmental Permits, and neither the Borrower Parent nor any of its Restricted Subsidiaries nor subsidiaries has received any written notice from any person or Governmental Authority that alleges that Parent or any of their respective Real Property its subsidiaries is not in material compliance with applicable Environmental Laws or the terms and conditions of all such Environmental Permits, (ii) there are no Environmental Claims pending or threatened (A) against Parent or any of its subsidiaries, (B) against any person or entity whose liability for any Environmental Claim Parent or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law or (C) against any real or personal property or operations are subject to that Parent or any outstanding written orderof its subsidiaries owns, consent decree leases or settlement agreement with any Person relating manages, in whole or in part, and (iii) there has been no Release of Hazardous Materials that would be reasonably likely to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an any Environmental Claim against the Borrower Parent or any of its Restricted Subsidiaries thatsubsidiaries or against any person or entity whose liability for any Environmental Claim Parent or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law or (B) cause damage or diminution of value to any of the operations or real properties owned, individually leased or managed, in whole or in part, by Parent or any of its subsidiaries. (b) To the aggregatebest knowledge of Parent, could except as disclosed in the Parent SEC Reports, there are no facts or circumstances that are likely to require expenditures by Parent or any of its sub- sidiaries in order to comply with currently applicable Environmental Laws, except for expenditures that are not reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Parent Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto5.13 annexed hereto or as could not, neither individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) none of the Borrower nor or any of its Restricted Subsidiaries nor any of their respective Real Property Properties or operations relating to the Project are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Environmental Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Responsethere are, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been been, no conditions, occurrences, or Hazardous Materials Environmental Activities on any of the Properties which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iviii) Neither none of the Borrower nor or any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real Property, and neither none of the Borrower nor Borrower’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste Hazardous Materials (other than hazardous waste generated or wastes derived therefrom) in a manner which would result in liability to the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 Borrower or any state equivalentof its Subsidiaries; (iv) the Projects are (and at all relevant times have been) in compliance in all material respects with Environmental Laws, including without limitation the Environmental Management Plan; (v) to the Borrower’s knowledge, all factual information provided by the Borrower and its Restricted Subsidiaries to ERM in connection with the Environmental Assessment are true and correct in all material respects; and (vvi) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Environmental Activity, including any matter disclosed on Schedule 5.13, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in on Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, 5.12 to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries Notes Agreement and except for such matters that, individually or in the aggregate, could would not reasonably be expected to have a Materially Material Adverse Effect: (1) the operations of each Subject Company (including all operations and conditions at or in the Subject Company Properties) comply in all respects with all Environmental Laws; (iv2) Neither each Subject Company has timely applied for and diligently pursued issuance of or has obtained all Authorizations under Environmental Laws necessary for its respective operations as currently performed, and all such Authorizations are in good standing or reasonably expected to be issued with no interruption in operations, and each Subject Company is in compliance with the Borrower terms and conditions of such Authorizations; (3) no Subject Company has received (a) any written notice or claim to the effect that it is or may be liable to any Person or Governmental Authority as a result of or in connection with any Hazardous Materials or (b) written notice that the operations of any Subject Company is the subject of an investigation by a Governmental Authority relating to or in connection with any Hazardous Materials at any of the Subject Company Properties or at any other location; (4) none of the operations of any Subject Company are subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws; (5) no Subject Company nor any of its Restricted Subsidiaries, nor, respective operations is subject to the Borrower’s knowledge, any outstanding written order or agreement with any Governmental Authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims; (6) no Subject Company nor any predecessor of the Borrower or any of its Restricted Subsidiaries Subject Company, has filed notified any notice Governmental Authority under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real Propertyof the Subject Company Properties, except where such past or present treatment or Release is in compliance with applicable Laws; (7) there are not any, and neither the Borrower there have been no, conditions, occurrences or Hazardous Materials that exist on, under or about any Subject Company Property in a manner that have a reasonable possibility of giving rise to an Environmental Claim and no Subject Company has notified any Governmental Authority of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim; (8) no Subject Company nor any of its Restricted Subsidiaries’ operations involves respective predecessors has disposed of any Hazardous Materials in a manner that has a reasonable possibility of giving rise to an Environmental Claim; (9) all underground storage tanks or surface impoundments at the generation, transportation, treatment, storage Subject Company Properties are in compliance with Environmental Laws and none have leaked or disposal are leaking; (10) no Lien in favor of hazardous waste (other than hazardous waste generated any Person relating to or in the ordinary course of business, and which is not reasonably likely connection with any Environmental Claim has been filed or has been attached to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentSubject Company Property; and (v11) Compliance compliance with all current requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. . (ii) Notwithstanding anything in this Section 4.1(z4(l) to the contrary, to the knowledge of Borrower no events or any of its Restricted Subsidiaries, no event or condition has conditions have occurred or is are occurring with respect to the Borrower or any of its Restricted Subsidiaries Subject Company relating to any Environmental Law, any Release of Hazardous Materials, or any activity relating to Hazardous Materials Activity Materials, including any matter disclosed on Schedule 5.12 to the Notes Agreement, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Except To the knowledge of Coxxxx xnd its subsidiaries, none of Coxxxx, Coxxxx'x subsidiaries or any Coxxxx Property (as set forth defined in Schedule 9 attached heretosubsection (d) below) is or has been in violation of any Environmental Laws, neither the Borrower nor violation of which would have a Material Adverse Effect on TruServ.. (b) Neither Coxxxx xor any of its Restricted Subsidiaries nor subsidiaries has reported any, or has had knowledge of any of their respective Real Property or operations are subject circumstances giving rise to any outstanding written orderreporting requirement under applicable Environmental Laws as to any, consent decree spills or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) releases of any Hazardous Materials Activity; (ii) Neither the Borrower Material, nor has Coxxxx xr any of its Restricted Subsidiaries has subsidiaries received any letter notices of spills or written request for information under Section 104 releases of Hazardous Materials, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law;consequences of which would have a Material Adverse Effect on TruServ. (iiic) There are To the knowledge of Coxxxx, there is no and, proceeding or investigation pending or threatened by any governmental entity or other person with respect to the Borrower’s knowledgepresence of Hazardous Material on Coxxxx Xroperties or the migration thereof from or to other property. Neither Coxxxx xor any of its subsidiaries has ever been required by any governmental entity to treat, have been no conditions, occurrencesclean up, or otherwise dispose of, remove or neutralize any Hazardous Materials Activities which could Material from or on any Coxxxx Xroperty. (d) Neither Coxxxx, any current or former subsidiary of Coxxxx, nor to Coxxxx'x xnowledge, any other person, has engaged in any activity that might reasonably be expected to form involve the basis generation, use, manufacture, treatment, transportation, storage in tanks or otherwise, or disposal of an Environmental Claim against the Borrower Hazardous Material on or from any property that Coxxxx xr any of its Restricted Subsidiaries that, individually current or former subsidiaries now owns or leases or has previously owned or leased or in the aggregatewhich Coxxxx xr any such subsidiary now holds or has previously held any security interest, could reasonably be expected to have a Materially Adverse Effect; mortgage, or other lien or interest (iv"Coxxxx Xroperty") Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the which generation, transportationuse, manufacture, treatment, transportation, storage or disposal would in the aggregate have a Material Adverse Effect, and there is no failure to obtain any required permits or approvals of hazardous waste (any governmental entity or violation of any terms or conditions of such permits, or any other violation of Environmental Laws other than hazardous waste generated in the ordinary course of business, and which is those that would not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(zThere are no pending, or to Coxxxx'x knowledge, threatened claims or investigations relating to any of the foregoing. (e) to the contrary, to To the knowledge of Borrower Coxxxx, there are no substances or conditions in or on Coxxxx Xroperty which may support claims or causes of action under any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any applicable Environmental Law, any Release of Hazardous Materialswhich would, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to if adversely determined have a Materially Material Adverse Effect on TruServ. (f) For purposes of this Section 5.18, the term "Material Adverse Effect" as defined in Section 10.12 hereof also includes (i) any material injunction or criminal action or proceeding against or involving Coxxxx and (ii) any requirement that executive officers of Coxxxx xr SCC be subjected to a consent decree or become individually involved in any proceeding in clause (i) above.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or impose any liability on the Lenders; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; ; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Material Adverse Effect; Effect or impose any liability on the Lenders; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse EffectEffect or imposing any liability on the Lenders. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect, or could reasonably be expected to impose any liability on the Lenders.

Environmental Protection. (i) Except as set forth in Schedule 9 10 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § Section 9604) or any comparable state law;. (iii) There are no and, to the Borrower’s 's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s 's knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated Hazardous Materials used in the ordinary course of business, and the use of which is immaterial and not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

Environmental Protection. (i) Except as set forth disclosed in Schedule 9 attached hereto5.15, neither the Borrower nor any and each of its Restricted Subsidiaries nor and all real property owned, leased or operated by the Borrower or any Subsidiary are in compliance with all applicable Environmental Laws and Environmental Permits, except for any noncompliance which would not reasonably be expected to have a Material Adverse Effect. The Borrower and each of their respective Real Property or operations are subject its Subsidiaries have all required Environmental Permits, except where the failure to any outstanding written orderobtain an Environmental Permit would not reasonably be expected to have a Material Adverse Effect, consent decree or settlement agreement with any Person relating to (A) and no revocation of any Environmental LawPermit is pending or, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) to Borrower’s knowledge, threatened. Neither the Borrower nor any Subsidiary has caused or suffered to occur any Release of its Restricted Subsidiaries has received any letter Hazardous Substances into the environment and there is no Release of Hazardous Substance on any real property owned, leased or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against operated by the Borrower or any of its Restricted Subsidiaries thatSubsidiary, except in each case for (a) permitted Releases under any Environmental Laws or Environmental Permit issued to the Borrower or any Subsidiary or (b) Releases that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or to result in any violations of any Environmental Laws that could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will notexpected, individually or in the aggregate, to have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything Except as disclosed in this Section 4.1(z) Schedule 5.15, neither the Borrower nor any Subsidiary has caused or suffered to occur any condition on any of their property that could give rise to the contrary, to the knowledge imposition of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Lien under Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Laws which individually or in the aggregate has had or could would reasonably be expected to have a Materially Material Adverse Effect. There are no Environmental Claims pending, or to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which would in any such case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached SCHEDULE 5.13 annexed hereto, neither : (i) the Borrower nor any operations of Company and each of its Restricted Subsidiaries nor any of their respective Real Property (including, without limitation, all operations and conditions at or operations are subject to any outstanding written order, consent decree or settlement agreement in the Facilities) comply in all material respects with any Person relating to (A) any all Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials ActivityLaws; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to 105 their respective operations, and all such Governmental Authorizations are being maintained in good standing, and Company and each of its Subsidiaries are in compliance in all material respects with such Governmental Authorizations; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There are no laws, and, to the Borrower’s best of the Borrowers' knowledge, have been no conditions, occurrences, none of the operations of Company or any of its Subsidiaries is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location except for such of the foregoing which could would not reasonably be expected to form have a Material Adverse Effect; (iv) none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is subject to any judicial or in administrative proceeding alleging the aggregate, violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any actual or potential violation of or liability under Environmental Laws or (b) any Environmental Claims except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release by Company or any of its Subsidiaries except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vii) neither Company nor any of its Subsidiaries nor, to the Borrower’s knowledgebest knowledge of the Borrowers, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)at any Facility, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) neither Company nor any of its Subsidiaries nor, to the best knowledge of Company, any of their respective predecessors has disposed of any Hazardous Materials in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) to the best knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (vxi) Compliance with all current requirements pursuant no Lien in favor of any Person relating to or under in connection with any Environmental Claim has been filed or has been attached to any Facility except for any such Lien which would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred with respect to the Loan Parties relating to any Environmental Laws will notor any Release of any Hazardous Materials at any Facility or any other location, including without limitation any matter disclosed in SCHEDULE 5.13 annexed hereto which, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have have, a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § [Section] 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Borrowers nor any of its Restricted their Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) Neither except as disclosed in any reports delivered to the Borrower Agent pursuant to subsection 4.1J or otherwise or as disclosed in Schedule 5.13 ------------- annexed hereto, neither Borrowers nor any of its Restricted their Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, To The Knowledge Of Borrowers' there have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its Restricted their Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (iv) Neither except as disclosed in any reports delivered to the Borrower Agent pursuant to subsection 4.1J or as disclosed in Schedule 5.13 annexed hereto, neither Borrowers nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s Borrowers' knowledge, any predecessor of the Borrower Borrowers or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrowers' or any of its Restricted their Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will applicable to any Facility would not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law;. (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

Environmental Protection. (ia) Except as set forth All Facilities and operations of each Obligor and its Subsidiaries are, and have been to the Borrower's knowledge, in Schedule 9 attached heretocompliance with all Environmental Laws except for any noncompliance which, neither individually or in the aggregate, could not in the reasonable determination of the Borrower nor any be expected to impair the ability of the Borrower to perform its Restricted Subsidiaries nor any of their respective Real Property payment or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity;other material obligations under the Loan Documents. (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iiib) There are no andno, to the Borrower’s knowledge, and have been no no, conditions, occurrences, or Hazardous Materials Activities Activity (a) arising at any Facilities or, to the knowledge of the Borrower, at any other location or (b) arising in connection with the operations of the Borrower or its Subsidiaries (including the transportation of Hazardous Materials in accordance with applicable regulations), which conditions, occurrences or Hazardous Materials Activity could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries thatand which, individually or in the aggregate, could reasonably in the reasonable determination of the Borrower be expected to have a Materially Adverse Effect;impair the ability of the Borrower to perform its payment or other material obligations under the Loan Documents. (ivc) Neither the Borrower nor any of its Restricted Subsidiaries, norThere are no pending or, to the Borrower’s 's knowledge, any predecessor of threatened Environmental Claims against the Borrower or any of its Restricted Subsidiaries, and the Borrower and its Subsidiaries has filed any notice under have received no notices, inquiries, or requests for information with respect to any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated Claims which in the ordinary course of business, and which is not either case are reasonably likely to materially be adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which determined and could individually or in the aggregate has had or could reasonably in the reasonable determination of the Borrower be expected to have a Materially Adverse Effectimpair the ability of the Borrower to perform its payment or other material obligations under the Loan Documents. (d) Except as disclosed to the Agent, the Board, the Counter-Guarantor and the Lenders in writing on or prior to the Closing Date, the Borrower is not currently operating or required to be operating under any compliance order, schedule, decree or agreement, any consent decree, order or agreement, and/or any corrective action decree, order or agreement issued or entered into under any Environmental Law the failure to comply with which could individually or in the aggregate in the reasonable determination of the Borrower be expected to impair the ability of the Borrower to perform its payment or other material obligations under the Loan Documents.

Environmental Protection. (ia) Except as set forth in Schedule 9 attached hereto3.24, neither each Company is currently in compliance in all respects with all Environmental Laws, except, in each case, where the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject failure to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrencescomply would not have, or Hazardous Materials Activities which could would not reasonably be expected to form have, a Material Adverse Effect. Except as set forth in Schedule 3.24, no Company or Holder has received any notice to the basis of an Environmental Claim against the Borrower effect that, or otherwise has knowledge that, (i) SSBI or any Subsidiary is not currently in compliance with, or is in violation of, any Environmental Laws or Permits required thereunder or (ii) any currently existing circumstances are likely to result in a failure of its Restricted Subsidiaries thatSSBI or any Subsidiary to comply with, individually or a violation by any Company of, any Environmental Laws or Permits required thereunder. Except as set forth in Schedule 3.24, each Company or any Affiliate of any Company related to the aggregateBusiness at all times during the previous three (3) years has been in compliance in all material respects with all Environmental Laws, could except, in each case, where the failure to comply would not have, or would not reasonably be expected to have have, a Materially Material Adverse Effect;. (ivb) Except as set forth in Schedule 3.24, there are no existing or, to the Knowledge of Seller, potential Environmental Claims against SSBI or any Subsidiary, nor has any of them received any notification or knowledge of any allegation of any actual, or potential responsibility for, or any inquiry or investigation regarding, any disposal, release or threatened release at any location of any Hazardous Substance generated or transported by SSBI or any Subsidiary. (c) To the Knowledge of the Seller, no underground tank or other underground storage receptacle for Hazardous Substances is currently located on the properties of the SSBI or any of the Subsidiaries and there have been no Releases of any Hazardous Substances from any such underground tank or related piping. Neither the Borrower SSBI nor any of its Restricted Subsidiariesthe Subsidiaries has Released, norin the last five years, Hazardous Substances in quantities exceeding the reportable quantities as defined under any Law on, upon or into the properties of SSBI or any of the Subsidiaries other than those authorized by Environmental Laws including, without limitation, the Governmental Permits required thereunder. (d) Except as set forth in Schedule 3.24, to the Borrower’s knowledge, any predecessor Knowledge of the Borrower Seller there are no PCBs or any asbestos located at or on the properties of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past SSBI or present Release of Hazardous Materials on any Real Propertythe Subsidiaries. (e) Except as set forth in Schedule 3.24, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generationthere are no consent decrees, transportationconsent orders, treatmentjudgments, storage judicial or disposal of hazardous waste administrative orders, agreements with (other than hazardous waste generated in the ordinary course of businessPermits) or liens by, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries Governmental Body relating to any Environmental LawLaw which regulate, obligate or bind SSBI or the Subsidiaries. (f) Except as set forth in Schedule 3.24, true and correct copies of the Environmental Reports, as well as all other written environmental reports, audits or assessments which have been conducted, either by any Release of Hazardous MaterialsHolder, SSBI or any Hazardous Materials Activity which individually Subsidiary related to the Business or in any person engaged by any Holder, SSBI or any Subsidiary for such purpose, at any facility owned or formerly owned by SSBI or any Subsidiary have been delivered to Buyer and a list of all such reports, audits and assessments is set forth on Schedule 3.24. (g) Neither SSBI nor any Subsidiary is subject to the aggregate has had environmental liabilities of any third party, whether by contractual agreement or could reasonably be expected to have a Materially Adverse Effectoperation of law.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; (ii) Neither the neither Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse EffectEffect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; (iv) Neither the neither Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrower’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have be reasonably expected to result in a reasonable possibility of giving rise to a Materially Material Adverse EffectEffect or impose any liability on the Lenders, Administrative Agent or Lead Arranger. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have result in a Materially Material Adverse EffectEffect or could reasonably be expected to impose any liability on the Lenders, Administrative Agent or Lead Arranger.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Neither Holdings nor any of its Restricted Subsidiaries Subsidiaries, nor any of their respective Real Property Facilities or operations are is subject to any outstanding (a) Environmental Claim or (b) written order, consent decree or settlement agreement with any Person relating to (Ai) any Environmental Law, (B) any Environmental Claim Law or (Cii) any Hazardous Materials ActivityActivity that, in the case of (a) or (b), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (ii) Neither the Borrower Holdings nor any of its Restricted Subsidiaries has received any letter or written request for information from any governmental agency under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state lawlaw with respect to any liability or liabilities that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iii) There are no and, to the Borrower’s knowledge, and have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Holdings or any of its Restricted Subsidiaries that, individually or in the aggregate, could would reasonably be expected to have a Materially Material Adverse Effect; (iv) Neither the Borrower nor Holdings has designated certain executives to monitor and maintain compliance with Environmental Laws and correct any incidents of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; andnoncompliance; (v) Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z; and (vi) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no No event or condition has occurred or is occurring with respect to the Borrower Holdings or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could would reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth on Schedule 4.23 or except as set forth on the environmental reports described in Paragraphs 1 and 2 of Schedule 9 attached hereto4.23 (collectively, neither the Borrower nor any "Environmental Reports"), copies of its Restricted Subsidiaries nor any of their respective Real Property or operations which have been delivered to and reviewed by Purchaser, with respect to such premises ("Premises") as are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activityoccupied by Xxxxx Industries; (iii) Neither To the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 best of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s Sellers' knowledge, have been no conditionsXxxxx Industries has not caused or allowed, occurrencesnor has Xxxxx Industries contracted with any party for, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, use, transportation, treatment, storage or disposal of hazardous waste any Hazardous Substances (other than hazardous waste generated as defined below) in connection with the ordinary course operation of its business in violation of any applicable law. (ii) To the best of Sellers' knowledge, Xxxxx Industries, the operation of its business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), Premises are in compliance with all applicable Environmental Laws (as defined below) and orders or directives of any governmental authorities having jurisdiction under 40 C.F.R. Parts 260-270 such Environmental Laws, including, without limitation, any Environmental Laws or orders or directives with respect to any state equivalent; andcleanup or remediation of any release or threat of release of Hazardous Substances. (iii) Xxxxx Industries has not received any written notices of any proceedings, administrative actions, claims made since March 1993 or lawsuits, from any person, entity or governmental authority arising under any Environmental Laws out of the ownership or occupation of the Premises or the conduct of its operations, nor does Xxxxx Industries know of any basis therefor. (iv) Xxxxx Industries has obtained and is maintaining in full force and effect all necessary permits, licenses and approvals required to be obtained by it under any Environmental Laws applicable to the Premises and the business operations conducted by Xxxxx Industries thereon, all of which are listed on Schedule 4.23 and to the best of Sellers' knowledge, Xxxxx Industries is in compliance with all such permits, licenses and approvals. (v) Compliance To the best of the Sellers' knowledge, Xxxxx Industries has not caused or allowed a release, or a threat of release, of any Hazardous Substance. (vi) To the best of Sellers' knowledge, no Hazardous Substances are in, on, or migrating from any portion of the soils, surface or ground water at the Premises. Xxxxx Industries has filed no notice with all current requirements pursuant any governmental entity, and no such notice has been filed on behalf of Xxxxx Industries or any other person, reporting a release of any Hazardous Substances into the environment related to or under arising out of the Premises. (vii) To the best of the Sellers' knowledge, the Premises are not and have not been listed or proposed for listing on the Comprehensive Environmental Response, Compensation, Liability Act, 42 U.S.C. 6901 et seq., as amended, and are not and have not been the subject or contemplated subject of federal, state or local enforcement action or investigation. (viii) There has been no past, and there is no pending or contemplated, claim by either Seller relating to environmental matters based on the actions of others that may have impacted the Premises. Xxxxx Industries has not entered into any agreement with any person regarding any Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effectenvironmental matter.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, neither : (i) the Borrower nor any operations of Company and each of its Restricted Subsidiaries nor (including, without limitation, all operations and conditions at or in the Facilities) comply with all Environmental Laws except for any of their respective Real Property or operations are subject such noncompliance which would not reasonably be expected to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activityhave a Material Adverse Effect; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to conduct their respective operations, and all such Governmental Authorizations are being maintained in good standing, and Company and each of its Subsidiaries are in compliance with such Governmental Authorizations except for any such failure to obtain, maintain or comply which would not reasonably be expected to have a Material Adverse Effect; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There are no laws, and, to the Borrower’s best of Company's knowledge, have been no conditions, occurrences, none of the operations of Company or any of its Subsidiaries is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location except for such of the foregoing which could would not reasonably be expected to form have a Material Adverse Effect; (iv) none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is subject to any judicial or in administrative proceeding alleging the aggregate, violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any Governmental Authority or private party relating to (a) any actual or potential violation of or liability under Environmental Laws or (b) any Environmental Claims except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vii) neither Company nor any of its Subsidiaries nor, to the Borrower’s knowledgebest knowledge of Company, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will , except for such of the foregoing which could not, either individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release of any Hazardous Materials that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) neither Company nor any of its Subsidiaries nor, to the best knowledge of Company, any of their respective predecessors has disposed of any Hazardous Materials in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) to the best knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility, except which underground storage tanks or surface impoundments could not reasonably be expected to result in a Material Adverse Effect; and (xi) no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility except for any such Lien which would not reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 4.13 annexed hereto, : (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § ss. 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; andAXEL CREDIT AGREEMENT EXECUTION 74 (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 4.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 4.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, neither : (i) the Borrower nor any operations of Company and each of its Restricted Subsidiaries nor (including, without limitation, all operations and conditions at or in the Facilities) comply with all 95 Environmental Laws except for any of their respective Real Property or operations are subject such noncompliance which would not reasonably be expected to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activityhave a Material Adverse Effect; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to conduct their respective operations, and all such Governmental Authorizations are being maintained in good standing, and Company and each of its Subsidiaries are in compliance with such Governmental Authorizations except for any such failure to obtain, maintain or comply which would not reasonably be expected to have a Material Adverse Effect; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There are no laws, and, to the Borrower’s best of Company's knowledge, have been no conditions, occurrences, none of the operations of Company or any of its Subsidiaries is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location except for such of the foregoing which could would not reasonably be expected to form have a Material Adverse Effect; (iv) none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is subject to any judicial or in administrative proceeding alleging the aggregate, violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any Governmental Authority or private party relating to (a) any actual or potential violation of or liability under Environmental Laws or (b) any Environmental Claims except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries except for such of the foregoing which would not reasonably be expected to have a Material Adverse Effect; (vii) neither Company nor any of its Subsidiaries nor, to the Borrower’s knowledgebest knowledge of Company, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will , except for such of the foregoing which could not, either individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release of any Hazardous Materials that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) neither Company nor any of its Subsidiaries nor, to the best knowledge of Company, any of their respective predecessors has disposed of any Hazardous Materials in a manner that would reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) to the best knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility, except which underground storage tanks or surface impoundments could not reasonably be expected to result in a Material Adverse Effect; and (xi) no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility except for any such Lien which would not reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower Holdings nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) Neither the Borrower neither Holdings nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Holdings or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (iv) Neither the Borrower neither Holdings nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Holdings or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Holdings' or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. (ia) Except as set forth on Schedule ------------------------ 4.10, to Company's and its Subsidiaries' knowledge, all real property owned, leased or otherwise operated by Company and its Subsidiaries (each, a "Facility") is free of contamination from any substance, waste or material (i) currently identified to be toxic or hazardous pursuant to, or which may result in liability under, any Environmental Law or (ii) within the definition of a substance which is toxic or hazardous under any Environmental Law, including any asbestos, pcb, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance which has in the past or could at any time in the future cause or constitute a health, safety, or environmental hazard to any Person or property or result in any Environmental Liabilities and Costs ("Hazardous Substance") of more than $100,000 or which, in either case, could have a Material Adverse Effect. Except as set forth on Schedule 9 attached hereto4.10, neither the Borrower Company nor any of its Restricted Subsidiaries nor has caused or suffered to occur any release, spill, migration, leakage, discharge, spillage, uncontrolled loss, seepage, or filtration of their respective Real Property Hazard Substances at or operations are subject to any outstanding written orderfrom the Facility (a "Spill") which could result in Environmental Liabilities and Costs in excess of $100,000. (b) Company and each Subsidiary has generated, consent decree or settlement agreement with any Person relating to (A) any Environmental Lawtreated, (B) any Environmental Claim or (C) stored and disposed of any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request Substances in full compliance with applicable Environmental Laws, except for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities such non-compliances which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could would not reasonably be expected to have a Materially Material Adverse Effect;. (ivc) Neither the Borrower nor any of its Restricted SubsidiariesCompany and each Subsidiary has obtained, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Propertyapplied for, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated is in the ordinary course of business, full compliance with and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined in good standing under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or permits required under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity (except for such failures which individually or in the aggregate has had or could would not reasonably be expected to have a Materially Material Adverse Effect) and neither Company nor any of its Subsidiaries has any knowledge of any proceedings to substantially modify or to revoke any such permit. (d) Except as set forth on Schedule 4.10, there are no investigations, proceedings or litigation pending or, to Company's or its Subsidiaries' knowledge, threatened affecting or against Company, any of its Subsidiaries or the Facilities relating to Environmental Laws or Hazardous Substances. (e) Since January 1, 1996, except for communications in connection with the matters listed on Schedule 4.10, neither Company nor any of its Subsidiaries has received any communication or notice (including requests for information) indicating the potential of Environmental Liabilities and Costs against Company or its Subsidiaries.

Environmental Protection. Except for the matters disclosed on Schedule 5.13 annexed to the Prepetition Credit Facilities, which individually and in the aggregate could not reasonably be expected to have any Material Adverse Effect, and except for such exceptions as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect: (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Borrowers nor any of its their Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Borrowers nor any of its their Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Borrowers' knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its their Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower neither Borrowers nor any of its their Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Borrowers' knowledge, any predecessor of the Borrower Borrowers or any of its their Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrowers' or any of its their Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance Borrowers and the Restricted Subsidiaries have been and are in compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectLaws.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto5.13 annexed hereto or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Properties or operations relating to any Project (other than any secondary Project that has not yet become an Active Project) are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Environmental Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Responsethere are, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s and the Company’s knowledge, have been been, no conditions, occurrences, or Hazardous Materials Environmental Activities on any of the Properties which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iviii) Neither neither the Borrower Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real Property, and neither none of the Borrower nor Company’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste Hazardous Materials (or wastes derived therefrom) in a manner which would result in liability to the Company or any of its Subsidiaries; (iv) the Projects (other than hazardous waste generated any Secondary Project that has not yet become an Active Project) are (and at all relevant times have been) in compliance in all material respects with Environmental Laws, including without limitation the ordinary course of businessEnvironmental Mitigation Plan; (v) to the Borrower’s and the Company’s knowledge, all factual information provided by the Company and which is not reasonably likely its Subsidiaries to materially adversely affect ERM in connection with the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentEnvironmental Assessment are true and correct in all material respects; and (vvi) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Environmental Activity, including any matter disclosed on Schedule 5.13, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.11 annexed hereto: (a) to Company’s knowledge, neither the Borrower nor any of its Restricted Subsidiaries nor no Loan Party or any of their respective Real Property Assets or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Ai) any Environmental Law, (Bii) any Environmental Claim or (Ciii) any Hazardous Materials Activity, in each case of clauses (i) to (iii) above that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (iib) Neither the Borrower nor any of its Restricted Subsidiaries no Loan Party has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law, the subject matter of which has had or could reasonably be expected to have a Material Adverse Effect; (iiic) There are no and, to the BorrowerCompany’s knowledge, there are and have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower any Loan Party or any of its Restricted Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Materially Material Adverse Effect; (ivd) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the BorrowerCompany’s knowledge, any predecessor each Loan Party has complied and is in compliance with all Environmental Laws, except for such noncompliance which could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and (e) to Company’s knowledge, none of the Borrower Loan Parties’ or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted their Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will , except as could not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have result in a Materially Material Adverse Effect. This Section 5.11 contains the sole and exclusive representations and warranties of the Loan Parties with respect to any environmental, health, or safety matters, including any arising under Environmental Laws or with respect to any Environmental Claims or Hazardous Materials Activities.

Environmental Protection. (i) Except as set forth in Schedule 9 attached SCHEDULE 3.15 annexed hereto, : (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations Facilities are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither neither the Borrower Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any Facility which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither neither the Borrower Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) 4.14. to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on SCHEDULE 3.15 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither 5.13 annexed hereto (as it may be supplemented pursuant to subsection 4.4N): (i) the Borrower nor any operations of Company and each of its Restricted Subsidiaries nor any of their respective Real Property (including, without limitation, all operations and conditions at or operations are subject to any outstanding written order, consent decree or settlement agreement in the Facilities) comply in all material respects with any Person relating to (A) any all Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials ActivityLaws; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to their respective operations, and all such Governmental Authorizations are in good standing, and Company and each of its Subsidiaries are in compliance with all material terms and conditions of such Governmental Authorizations; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There are no laws, and, to the Borrower’s best of Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) none of the aggregate, operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries, ; (vii) neither Company nor any of its Subsidiaries nor, to the Borrower’s knowledgebest knowledge of Company, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (vviii) Compliance with all current requirements pursuant to no Hazardous Materials exist on, under or under Environmental Laws will not, individually or about any Facility in the aggregate, have a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (ix) to the contraryneither Company nor any of its Subsidiaries nor, to the best knowledge of Borrower or Company, any of its Restricted Subsidiaries, no event or condition their respective predecessors has occurred or is occurring with respect to the Borrower or any disposed of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (x) no underground storage tanks or surface impoundments are on or at any Facility; and (xi) no Lien in favor of any Person relating to or in the aggregate connection with any Environmental Claim has had been filed or could reasonably be expected has been attached to have a Materially Adverse Effectany Facility.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto5.13 annexed hereto or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) neither the Borrower Borrowers nor any of its Restricted their Subsidiaries nor any of their respective Real Property Facilities or operations relating to the Resort Complex, the Existing Site or the Site are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Borrowers nor any of its Restricted their Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no andthere are, and to the Borrower’s Borrowers' knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any of the Facilities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effecttheir Subsidiaries; (iv) Neither the Borrower neither Borrowers nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s Borrowers' knowledge, any predecessor of the Borrower Borrowers or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor Borrowers' or any of its Restricted their Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Borrowers or any of its Restricted their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth disclosed on Schedule 4.18: (a) The operations of each Borrower and each of its Subsidiaries or tenants comply with all Environmental Laws, other than such non-compliance as in Schedule 9 attached heretothe aggregate would have no Material Adverse Effect; (b) Each Borrower and each of its Subsidiaries have obtained all environmental, neither health and safety Permits necessary for their operations other than those failures which in the aggregate would have no Material Adverse Effect, and all such Permits are in good standing, except where such failure would have no Material Adverse Effect, and each Borrower and each of its Subsidiaries are in compliance with the terms and conditions of such Permits other than for such non-compliance which in the aggregate would have no Material Adverse Effect; (c) Neither any Borrower nor any of its Restricted Subsidiaries nor have any of their respective Real Property currently or previously owned or leased property or operations are subject to any threatened or outstanding written order, consent decree order from or settlement agreement with any Governmental Authority or other Person relating or subject to any judicial or docketed administrative proceeding respecting (Ai) any Environmental LawLaws, (Bii) any Environmental Claim Remedial Action or (Ciii) any Hazardous Materials ActivityEnvironmental Liabilities and Costs, other than those which in the aggregate would have no Material Adverse Effect; (iid) Neither As of the Effective Date, no Borrower nor and none of their Subsidiaries is a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901 et seq., the regulations thereunder or any state analog and, as of the Effective Date, each Borrower and each of its Restricted Subsidiaries has received is in compliance with all applicable financial responsibility requirements of all Environmental Laws, including, without limitation, those contained in 40 C.F.R., parts 264, 265 and 280, subparts H, and any letter or written request for information under Section 104 of state equivalents, other than those that in the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state lawaggregate would have no Material Adverse Effect; (iiie) No Borrower and none of their Subsidiaries has filed or failed to file any notice required under any applicable Environmental Law reporting a Release other than those which in the aggregate would have no Material Adverse Effect; (f) There are no andnot now nor have there been in the past any events, to the Borrower’s knowledge, have been no conditions, occurrences, conditions or Hazardous Materials Activities which could reasonably be expected to form the basis circumstances associated with or arising from currently owned or leased properties or current operations of an Environmental Claim against the any Borrower or any of its Restricted Subsidiaries thator, individually to the best of each Borrower's knowledge, tenants or, to the best of each Borrower's knowledge, any events, conditions or circumstances associated with or arising from any previously owned or leased properties or the previous operations of any Borrower or any of its Subsidiaries or, to the best of each Borrower's knowledge, tenants, which may give rise to any Environmental Liabilities and Costs other than those in the aggregate, could reasonably be expected to aggregate that would have a Materially no Material Adverse Effect; (ivg) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor As of the Effective Date, no Environmental Lien and no unrecorded Environmental Lien has attached to any property of any Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)and, as defined under 40 C.F.R. Parts 260-270 or of any state equivalent; and (v) Compliance with all current requirements pursuant date after the Effective Date, no Environmental Lien and no unrecorded Environmental Lien has attached to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility any property of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of any Borrower or any of its Restricted Subsidiaries, Subsidiaries other than those that in the aggregate would have no event or condition has occurred or is occurring with Material Adverse Effect; and (h) With respect to the any property owned, leased or operated by any Borrower or any of its Restricted Subsidiaries relating Subsidiaries: (i) there are no underground storage tanks or surface impoundments, (ii) except to the extent that the presence thereof, in the aggregate, would not have a Material Adverse Effect, there is not any asbestos-containing material in friable form or any airborne asbestos containing material in excess of amounts proscribed by Environmental Law, any Release of Hazardous MaterialsLaws, or (iii) there is not any Hazardous Materials Activity polychlorinated biphenyls ("PCBs") other than those used, maintained or disposed of in compliance with all applicable Environmental Laws or the removal of which individually or in the aggregate has had or could reasonably be expected to would have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) Neither the neither Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § U.S.C.ss. 9604) or any comparable state comparxxxx xxxte law; (iii) There there are no and, to the Borrower’s 's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Material Adverse Effect; (iv) Neither the neither Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s 's knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrower's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, reasonably be expected to have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity;; REVOLVING LOAN CREDIT AGREEMENT EXECUTION 92 100 (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § ss. 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. A. Except for the matters disclosed on Schedule 5.13 annexed hereto, which individually and in the aggregate could not reasonably be expected to have any Material Adverse Effect, and except for such exceptions as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect: (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Borrowers nor any of its their Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Borrowers nor any of its their Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604U.S.C.xx. 0004) or any comparable state law; (iii) There there are no and, to the Borrower’s Borrowers' knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its their Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower neither Borrowers nor any of its their Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Borrowers' knowledge, any predecessor of the Borrower Borrowers or any of its their Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrowers' or any of its their Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance Borrowers and the Restricted Subsidiaries have been and are in compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will notLaws. B. The information Company has provided Agent, individually or in the aggregatethrough its environmental consultant, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contraryGoldex & Xssociates, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any matters described in subsection 4.1L, including oral and written communications in response to inquiries of its Restricted Subsidiaries relating to any Environmental LawGoldex & Xssociates, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or is accurate and complete in the aggregate has had or could reasonably be expected to have a Materially Adverse Effectall material respects.

Environmental Protection. (ia) Except as set forth in Schedule 9 attached hereto, neither Neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Ai) any Environmental Law, (Bii) any Environmental Claim Claim, or (Ciii) any Hazardous Materials Activity, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iib) Neither neither the Borrower Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state lawLaw, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iiic) There are no andto any Responsible Officer of the Company's knowledge there are, to the Borrower’s knowledgeand have been, have been no conditions, occurrences, or Hazardous Materials Activities which that could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse Effect; (ivd) Neither (i) as of the Borrower Closing Date, neither the Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to any Responsible Officer of the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither (ii) none of the Borrower nor Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, in each case, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and (ve) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could be reasonably be expected to have result in a Materially Material Adverse Effect.

Environmental Protection. To the best knowledge of Releta and its ------------------------ officers: (i) Except as set forth Releta and all real property owned, leased or otherwise operated by Releta (each, a "Facility") comply in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement material respects with any Person relating to (A) any applicable Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither Releta has all permits and authorizations necessary from any government authorities for its operations and the Borrower nor Facilities by any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive applicable Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state lawLaw; (iii) There are Releta has not, and has no knowledge of any other person who has, caused any release, threatened release or disposal of any Hazardous Material at any Facility in any material quantity, and, to the Borrower’s knowledgeknowledge of Releta, have been no conditionsthe Facilities are not adversely affected by any release, occurrencesthreatened release or disposal of a Hazardous Material originating or emanating from any other property; (iv) Releta has generated, treated, stored or disposed of all Hazardous Materials Activities in full compliance with applicable Environmental Laws, except such non-compliances which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to aggregate have no reasonable likelihood of having a Materially Material Adverse Effect; (ivv) Neither Releta has obtained and is in full compliance with and in good standing under all permits required under Environmental Laws, and Releta has no knowledge of any proceedings to substantially modify or to revoke any such permit, other than those permits, the Borrower nor failure of which to obtain or have in effect, in the aggregate, would have no reasonable likelihood of having a Material Adverse Effect; (vi) There are no investigations; judicial or administrative proceedings, pending litigation or, to Releta's knowledge, threatened investigations, proceedings or litigation affecting or relating to Releta or the Facilities relating to Environmental Laws or Hazardous Materials; (vii) Releta has not received any communication or notice (including, without limitation, requests for information) indicating the potential of Environmental Liabilities and Costs against any of its Restricted Subsidiaries, nor, to Releta or the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentFacilities; and (vviii) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) Releta has provided to the contrary, Purchaser or made available to the knowledge Purchaser all environmental records, documents, correspondence, analytical results, manifests, permits or other records concerning the potential of Borrower Environmental Liabilities and Costs against Releta or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectFacilities that Releta possesses.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto5.13 annexed hereto or as could not, neither individually or in the Borrower aggregate, reasonably be expected to have a Material Adverse Effect: (i) none of the Borrowers nor any of its Restricted their Subsidiaries nor any of their respective Real Property Facilities or operations relating to the Resort Complex, the Existing Site or the Site are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither none of the Borrower Borrowers nor any of its Restricted their Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no andthere are, and to the Borrower’s Borrowers’ knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any of the Facilities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effecttheir Subsidiaries; (iv) Neither none of the Borrower Borrowers nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s Borrowers’ knowledge, any predecessor of the Borrower Borrowers or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor Borrowers’ or any of its Restricted their Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Borrowers or any of its Restricted their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; (ii) Neither the neither Borrower nor any of its Restricted Subsidiaries has received any material letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have result in a Materially Material Adverse EffectEffect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; (iv) Neither the neither Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrower’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; and (vi) except as set forth on Schedule 5.13 or in Borrower’s filings with the SEC after April 26, 2002, since April 26, 2002 to the Effective Date, there are no and, to Borrower’s actual knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of a reasonable possibility material Environmental Claim against Borrower or any of giving rise to a Materially Adverse Effectits Subsidiaries. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have result in a Materially Material Adverse Effect, or could reasonably be expected to impose any liability on the Lenders, Administrative Agent or Lead Arranger.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials ActivityClaim; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information properly requested under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There are no and, to the Borrower’s Company's knowledge, there are no, and have been no no, conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries thatSubsidiaries, individually or in the aggregate, where such Environmental Claim could reasonably be expected to have a Materially Adverse Effectresult in liabilities or costs to Company of $100,000 or more; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries (where Company is or would be subject to the liabilities of such predecessor) has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as such terms are defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current requirements pursuant to or under reasonably foreseeable future Environmental Laws will not, individually or in the aggregate, have reasonably be expected to result in a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiariescontrary and except as disclosed in Schedule 5.13, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto: (i) the operations of Company and each of its Subsidiaries (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all Environmental Laws; (ii) Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to their respective operations, and all such Governmental Authorizations are in good standing, and Company and each of its Subsidiaries are in compliance with all material terms and conditions of such Governmental Authorizations; (iii) neither the Borrower Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information under Section 104 of the Comprehen sive Environmental Response, Compensation, and Liability Act (42 U.S.C. 9604) or comparable state laws, and, to the best of Company's knowledge, none of the operations of Company or any of its Subsidiaries is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) none of the operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Material Adverse Effect; (v) neither Company nor any of its Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree order or settlement agreement with any Person governmental authority or private party relating to (Aa) any Environmental Law, Laws or (Bb) any Environmental Claim or (C) any Hazardous Materials ActivityClaims; (iivi) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 contingent liability in connection with any Release of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower by Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (ivvii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledgeCompany's Best Knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (vviii) Compliance with all current requirements pursuant no Hazardous Materials exist on, under or about any Facility in a manner that has a reasonably possibility of giving rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or under Environmental Laws will not, individually or in the aggregate, have report of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim having a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z; (ix) to the contrary, to the knowledge of Borrower or neither Company nor any of its Restricted SubsidiariesSubsidiaries nor, no event or condition has occurred or is occurring with respect to the Borrower or Company's Best Knowledge, any of its Restricted Subsidiaries relating to any Environmental Law, any Release their respective predeces sors has disposed of Hazardous Materials, or any Hazardous Materials Activity which individually in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (x) no surface impoundments are on or at any Facility or, to Company's Best Knowledge, no underground storage tanks are on or at any Facility; and (xi) no Lien in favor of any Person relating to or in the aggregate connection with any Environmental Claim has had been filed or could reasonably be expected has been attached to have a Materially Adverse Effectany Facility.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, neither : (i) the Borrower nor any operations of Company and each of its Restricted Subsidiaries nor any of their respective Real Property (including, without limitation, all operations and conditions at or operations are subject to any outstanding written order, consent decree or settlement agreement in the Facilities) comply in all material respects with any Person relating to (A) any all Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials ActivityLaws; (ii) Neither the Borrower Company and each of its Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to their respective operations, and all such Governmental Authorizations are in good standing, and Company and each of its Subsidiaries are in compliance with all material terms and conditions of such Governmental Authorizations; (iii) neither Company nor any of its Restricted Subsidiaries has received (a) any notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § ss. 9604) or any comparable state law; (iii) There are no laws, and, to the Borrower’s best of Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form none of the basis operations of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually is the subject of any federal or state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) none of the aggregate, operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws which if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims; (vi) neither Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries, ; (vii) neither Company nor any of its Subsidiaries nor, to the Borrower’s knowledgeCompany's Best Knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (vviii) Compliance with all current requirements pursuant no Hazardous Materials exist on, under or about any Facility in a manner that has a reasonably possibility of giving rise to an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or under Environmental Laws will not, individually or in the aggregate, have report of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim having a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z; (ix) to the contrary, to the knowledge of Borrower or neither Company nor any of its Restricted SubsidiariesSubsidiaries nor, no event or condition has occurred or is occurring with respect to the Borrower or Company's Best Knowledge, any of its Restricted Subsidiaries relating to any Environmental Law, any Release their respective predecessors has disposed of Hazardous Materials, or any Hazardous Materials Activity which individually in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (x) no surface impoundments are on or at any Facility or, to Company's Best Knowledge, no underground storage tanks are on or at any Facility; and (xi) no Lien in favor of any Person relating to or in the aggregate connection with any Environmental Claim has had been filed or could reasonably be expected has been attached to have a Materially Adverse Effectany Facility.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Neither Holdings nor any of its Restricted Subsidiaries Subsidiaries, nor any of their respective Real Property Facilities or operations are is subject to any outstanding (a) Environmental Claim or (b) written order, consent decree or settlement agreement with any Person relating to (Ai) any Environmental Law, (B) any Environmental Claim Law or (Cii) any Hazardous Materials ActivityActivity that, in the case of (a) or (b), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (ii) Neither the Borrower Holdings nor any of its Restricted Subsidiaries has received any letter or written request for information from any governmental agency under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state lawlaw with respect to any liability or liabilities that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iii) There are no and, to the Borrower’s knowledge, and have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Holdings or any of its Restricted Subsidiaries that, individually or in the aggregate, could would reasonably be expected to have a Materially Material Adverse Effect; (iv) Neither the Borrower nor Holdings has designated certain executives to monitor and maintain compliance with Environmental Laws and correct any incidents of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; andnoncompliance; (v) Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will would not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z; and (vi) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no No event or condition has occurred or is occurring with respect to the Borrower Holdings or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could would reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in on Schedule 9 attached hereto, 5.13 of the Company Disclosure Letter: (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, would be likely to result in a Material Adverse Effect on Company; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received on its own behalf any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § ss. 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s knowledgeknowledge of each Responsible Officer of Company, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably would be expected likely to have result in a Materially Material Adverse EffectEffect on Company; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledgeknowledge of each Responsible Officer of Company, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed on its own behalf any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves (other than in a solely advisory capacity) the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance by Company and its Subsidiaries with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have be likely to result in a reasonable possibility of giving rise to a Materially Material Adverse EffectEffect on Company. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, no event or condition is occurring with respect to Company or any of its Subsidiaries or, to the knowledge of Borrower any Responsible Officer of Company, has occurred with respect to Company or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 of the Company Disclosure Letter, which individually or in the aggregate has had or could reasonably would be expected likely to have result in a Materially Material Adverse EffectEffect on Company.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, neither : (i) None of the Borrower Borrowers nor any of its Restricted their Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (BLaw,(b) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) Neither None of the Borrower Borrowers nor any of its Restricted their Subsidiaries has received any letter or written request for information asserting that such Person has liability under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § ss 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Borrowers' knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the any Borrower or any of its Restricted their Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Material Adverse Effect; (iv) Neither None of the Borrower Borrowers nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s Borrowers' knowledge, any predecessor of the any Borrower or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrowers' or any of its Restricted their Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; andequivalent other than in compliance in all material respects with all applicable Environmental Laws; (v) Compliance Commencing at least 3 years prior to the Closing Date, Borrowers have maintained an environmental management system for their and each of their Subsidiaries' operations that demonstrates a commitment to environmental compliance including without limitation compliance in all material respects with all applicable Environmental Laws; (vi) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the any Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Except as set forth in Section 2.11 of the USR Disclosure Schedule 9 attached heretoor in the USR SEC Reports filed prior to the date hereof: (i) USR and each of its subsidiaries is in compliance with all applicable Environmental Laws (as defined below) except where the failure to so comply would not have a USR Material Adverse Effect, and neither the Borrower USR nor any of its Restricted Subsidiaries nor subsidiaries has received any communication from any person or Governmental Authority that alleges that USR or any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement its subsidiaries is not in such compliance with any Person relating to (A) any applicable Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity;Laws. (ii) Neither the Borrower nor any USR and each of its Restricted Subsidiaries subsidiaries has received any letter obtained or written request has applied for information under Section 104 all environmental, health and safety permits and governmental authorizations (collectively, the "Environmental Permits") necessary for the construction of their facilities or the conduct of their operations except where the failure to so obtain would not have a USR Material Adverse Effect, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and USR and its subsidiaries are in material compliance with all terms and conditions of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law;Permits. (iii) There are is no andEnvironmental Claim (as defined below) pending or, to the Borrower’s knowledgebest knowledge of USR, threatened (A) against USR or any of its subsidiaries, (B) against any person or entity whose liability for any Environmental Claim USR or any of its subsidiaries has or may have been no conditions, occurrencesretained or assumed either contractually or by operation of law, or (C) against any real or personal property or operations which USR or any of its subsidiaries owns, leases or manages, in whole or in part, which, in any such case described in this clause (iii), would have a USR Material Adverse Effect. (iv) USR has no knowledge of any Releases (as defined below) of any Hazardous Materials Activities which could Material that would be reasonably be expected likely to form the basis of an any Environmental Claim against the Borrower USR or any of its Restricted Subsidiaries thatsubsidiaries, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor against any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, person or entity whose liability for any predecessor of the Borrower Environmental Claim USR or any of its Restricted Subsidiaries subsidiaries has filed any notice retained or assumed either contractually or by operation of law or which would result in USR incurring liability under any Environmental Law indicating past Law, except for any Environmental Claim or present liability which would not have a USR Material Adverse Effect. (v) USR has no knowledge, with respect to any predecessor of USR or any of its subsidiaries or any real property formerly owned, leased or operated by USR or any of its subsidiaries, of any Environmental Claim which would have a USR Material Adverse Effect pending or threatened, or of any Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not as defined below) that would be reasonably likely to materially adversely affect form the Real Property or basis of any Environmental Claim which would have a Materially USR Material Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and. (vb) Compliance with USR has made available to URI true and complete copies of all current requirements pursuant environmental audits, surveys, reports and assessments relating to real property owned, leased or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower operated by USR or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or subsidiaries. (c) As used in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.this Agreement:

Environmental Protection. (i) Except as set forth in Schedule 9 10 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental -58- 65 Response, Compensation and Liability Act (42 U.S.C. § ss. 9604) or any comparable state law;. (iii) There are no and, to the Borrower’s 's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s 's knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated Hazardous Materials used in the ordinary course of business, and the use of which is immaterial and not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z4.1(aa) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower Neither Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § Section 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an a material Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s Company's knowledge, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance by Company and its Subsidiaries with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Company or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, which individually or in the aggregate has had or could would reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (a) Except as disclosed on Schedule 4.18: (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any The operations of its Restricted Subsidiaries nor any each Loan Party and each of their respective Real Property Subsidiaries or operations are subject to any outstanding written order, consent decree or settlement agreement tenants comply with any Person relating to (A) any all Environmental Law, (B) any Laws other than such non-compliance the consequences of which in the aggregate could not result in material liability under Environmental Claim or (C) any Hazardous Materials ActivityLaws; (ii) Neither the Borrower nor any Each Loan Party and each of its Restricted their respective Subsidiaries has received any letter or written request have obtained all environmental, health and safety Permits necessary for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Propertytheir operations, and neither all such Permits are in good standing and each Loan Party and each of their respective Subsidiaries are in compliance with the Borrower nor any terms and conditions of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (such Permits other than hazardous waste generated in such non-compliance the ordinary course consequences of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had could not result in material liability under Environmental Laws; (iii) No Loan Party or any of its Subsidiaries or any of its currently or, to the knowledge of the Borrower, previously owned or leased property or operations is subject to any outstanding or, to the knowledge of the Borrower, threatened order from or agreement with any Governmental Authority or other Person or is subject to any judicial or docketed administrative proceeding respecting (x) Environmental Laws, (y) Remedial Action or (z) any Environmental Liabilities and Costs arising from a Release or threatened Release, other than those the consequences of which individually or in the aggregate could reasonably be expected not result in material liability under Environmental Laws; (iv) There are no conditions or circumstances associated with the currently or, to have the knowledge of the Borrower, previously owned or leased properties or operations of any Loan Party or any of its Subsidiaries or tenants which may give rise to the Borrower incurring any Environmental Liabilities and Costs other than those which in the aggregate could not result in material liability under Environmental Laws; (v) No Loan Party or any of its Subsidiaries is a Materially Adverse Effect.treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.

Environmental Protection. (i) Except as set forth in on Schedule 9 attached hereto, 5.13 of the Closing Date Company ------------- Disclosure Letter: (i) neither the Borrower Company nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials ActivityActivity that, individually or in the aggregate, would be likely to result in a Material Adverse Effect with respect to Company; (ii) Neither the Borrower neither Company nor any of its Restricted Subsidiaries has received on its own behalf any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s knowledgeknowledge of each Responsible Officer of Company, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Company or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably would be expected likely to have result in a Materially Material Adverse EffectEffect with respect to Company; (iv) Neither the Borrower neither Company nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s knowledgeknowledge of each Responsible Officer of Company, any predecessor of the Borrower Company or any of its Restricted Subsidiaries has filed on its own behalf any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Company's or any of its Restricted Subsidiaries’ ' operations involves (other than in a solely advisory capacity) the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance by Company and its Subsidiaries with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have be likely to result in a reasonable possibility of giving rise Material Adverse Effect with respect to a Materially Adverse EffectCompany. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, no event or condition is occurring with respect to Company or any of its Subsidiaries or, to the knowledge of Borrower any Responsible Officer of Company, has occurred with respect to Company or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 of the ------------- Closing Date Company Disclosure Letter, which individually or in the aggregate has had or could reasonably would be expected likely to have result in a Materially Material Adverse EffectEffect with respect to Company.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.12 annexed hereto, neither : (i) the Borrower nor any operations of its Restricted Subsidiaries nor any of their respective Real Property each Credit Party (including all operations and conditions at or operations are subject in the Facilities) comply with all Environmental Laws except where the failure to any outstanding written order, consent decree or settlement agreement with any Person relating so comply could not reasonably be expected to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activityhave a Material Adverse Effect; (ii) Neither except where the Borrower nor any failure to so comply could not reasonably be expected to have a Material Adverse Effect, each Credit Party has obtained all Governmental Authorizations under Environmental Laws necessary to its operations, and all such Governmental Authorizations are in good standing, and each Credit Party is in material compliance with all material terms and conditions of its Restricted Subsidiaries such Governmental Authorizations; (iii) except as could not reasonably be expected to have a Material Adverse Effect, no Credit Party has received (a) any written notice or claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no laws, and, to the Borrowerbest of each Credit Party’s knowledge, have been no conditions, occurrences, none of the operations of any Credit Party is the subject of any federal or state 76 investigation relating to or in connection with any Hazardous Materials Activities at any Facility or at any other location; (iv) none of the operations of any Credit Party is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, if adversely determined could reasonably be expected to have a Materially Material Adverse Effect; (ivv) Neither the Borrower no Credit Party nor any of its Restricted SubsidiariesFacilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to any Environmental Laws or any Environmental Claims, that could reasonably be expected to have a Material Adverse Effect; (vi) no Credit Party, to its best knowledge, has any contingent liability in connection with any Release of any Hazardous Materials by such Credit Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; (vii) no Credit Party nor, to the Borrower’s knowledgebest knowledge of each Credit Party, any predecessor of the Borrower such Credit Party or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of any Credit Party’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, in each case, that could reasonably be expected to have a Material Adverse Effect; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, and no Credit Party has filed any notice or report of a Release of any Hazardous Materials that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; (ix) no Credit Party and, to the best knowledge of each Credit Party, none of its predecessors has disposed of any Hazardous Materials in a manner that has a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect; and (vx) Compliance with all current requirements pursuant to no underground storage tanks or under Environmental Laws will not, individually surface impoundments are on or in the aggregate, at any Facility which have a reasonable possibility of giving rise to an Environmental Claim having a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except In respect of the Business and the Purchased Assets, except as set forth in Schedule 9 attached hereto4.18: (a) To the Knowledge of the Seller, neither as of the Borrower nor date of this Agreement (i) the Seller and its Subsidiaries are in material compliance with all applicable Environmental Laws; the Seller and its Subsidiaries hold and are in compliance with all material licenses, permits, approvals or other authorizations of any Governmental Authority required under Environmental Laws for the operation of its Restricted Subsidiaries nor the Business as conducted on the date of this Agreement, and (ii) no modification or change to the operations of the Business will be required upon the renewal of any such licenses, permits, approvals or other authorizations of their respective Real Property any Governmental Authority other than modifications or operations changes required due to changes in Requirements of Law occurring after the date hereof; (b) To the Knowledge of the Seller, there are subject to any outstanding written order, consent decree no Claims arising under Environmental Laws or settlement agreement with any Person principles of common law relating to safety, health, pollution or protection of the Environment pending or threatened against the Seller or any Subsidiary, (Aii) there are no Orders pending or, to the Knowledge of the Seller, threatened relating to compliance with or liability under any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledgeKnowledge of the Seller, have been no conditionsneither the Seller nor any Subsidiary has any liability under any Environmental Law, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, except where such liability would not individually or in the aggregate, could reasonably be expected to aggregate have a Materially Material Adverse Effect; (ivc) To the Knowledge of the Seller, there have been no Releases of Hazardous Materials in, on or under the Real Property currently owned, leased or used by the Seller or its Subsidiaries that could result in any material investigation or material remedial action by any Governmental Authority pursuant to any Environmental Law; (d) To the Knowledge of the Seller, no Real Property or any property to which the Seller or any Subsidiary transported or arranged for the transportation of any Hazardous Materials is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA), or on any similar federal or state list of sites requiring investigation or remediation; (e) To the Knowledge of the Seller, (i) there are no structures, improvements, equipment, activities, fixtures or facilities on any property owned, leased or used by the Seller or its Subsidiaries that are constructed with, use, or otherwise contain, radioactive materials, asbestos-containing materials, lead, urea formaldehyde or polychlorinated biphenyls, unless same are in good condition, ordinary wear and tear excepted, and in compliance in all material respects with Environmental Laws, (ii) there are no underground storage tanks, or underground piping associated with such tanks, except those that comply with applicable Environmental Laws and (iii) there are no abandoned underground storage tanks that have not been removed in compliance with Environmental Laws; (f) To the Knowledge of the Seller, there are no liens, restrictive covenants or other land use restrictions under Environmental Laws on any of the properties owned, leased or used by the Seller or its Subsidiaries, and no government actions have been taken, or are in process that could subject any of such properties to such liens, restrictive covenants or other land use restrictions, and neither the Seller nor any Subsidiary is required to place any notice or restriction relating to Hazardous Materials in any deed to such property; (g) Neither the Borrower Seller nor any of its Restricted Subsidiaries, nor, Subsidiary has released any Person or waived any rights or defenses with respect to any Environmental Conditions or any Claim arising under any Environmental Law; and (h) There is no material environmental report in the Borrower’s knowledge, any predecessor possession or control of the Borrower Seller or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) Affiliates relating to the contrary, current or prior business of the Seller that has not been delivered to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse EffectOptionee.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 4.14 annexed hereto, : ------------- (i) neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations Facilities are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § (S) 9604) or any comparable state law; (iii) There there are no and, to the Borrower’s 's knowledge, have been been, no conditions, occurrences, or Hazardous Materials Activities on any Facility which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither neither the Borrower nor any of its Restricted Subsidiaries, Subsidiaries nor, to the Borrower’s 's knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither none of the Borrower nor Borrower's or any of its Restricted Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will could not, individually or in the aggregate, have a reasonable possibility of giving reasonably be expected to give rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) 4.14. to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or ------------- condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 4.14 annexed hereto, which individually or in the aggregate has had ------------- or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, neither the Borrower : (i) no Loan Party nor any of its Restricted Subsidiaries nor any of their respective Real Property Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower no Loan Party nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 from an environmental regulatory agency with jurisdiction over any Facility investigating the potential for or existence of Releases either at the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) Facility or any comparable state law;at a related off-site location. (iii) There there are no and, to the Borrower’s Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower any Loan Party or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse EffectSubsidiaries; (iv) Neither the Borrower nor any Company maintains an environmental management system for its and each of its Restricted Subsidiaries' operations that demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, nor(b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, (c) training employees to the Borrower’s knowledgecomply with applicable environmental requirements and updating such training as necessary, (d) performing regular internal compliance audits of each Facility and ensuring correction of any predecessor incidents of the Borrower or any non-compliance detected by means of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Propertysuch audits, and neither (e) reviewing the Borrower nor any compliance status of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or off-site waste disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalentfacilities; and (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower any Loan Party or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, any Loan Party which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in disclosed on Schedule 9 attached hereto, neither the Borrower nor any 4.19: (a) The operations of each Loan Party and each of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written ordertenants comply with all Environmental Laws, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or other than such non-compliance as in the aggregate, could reasonably be expected to aggregate would have a Materially no Material Adverse Effect; (ivb) Each Loan Party and each of its Subsidiaries have obtained all environmental, health and safety Permits necessary for their operations other than those failures which in the aggregate would have no Material Adverse Effect, and all such Permits are in good standing, except where such failure would have no Material Adverse Effect, and each Loan Party and each of its Subsidiaries are in compliance with the terms and conditions of such Permits other than for such non-compliance which in the aggregate would have no Material Adverse Effect; (c) Neither the Borrower any Loan Party nor any of its Restricted SubsidiariesSubsidiaries have any currently or previously owned or leased property or operations subject to any threatened or outstanding order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding respecting (i) Environmental Laws, nor(ii) Remedial Action or (iii) Environmental Liabilities and Costs, to other than those which in the Borrower’s knowledge, any predecessor aggregate would have no Material Adverse Effect; (d) As of the Borrower or any Effective Date, no Loan Party and none of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, is a treatment, storage or disposal of hazardous waste (other than hazardous waste generated in facility requiring a permit under the ordinary course of businessResource Conservation and Recovery Act, and which is not reasonably likely to materially adversely affect 42 U.S.C. Section 6901 ET SEQ., the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 regulations thereunder or any state equivalentanalog and, as of the Effective Date, each Loan Party and each of its Subsidiaries is in compliance with all applicable financial responsibility requirements of all Environmental Laws, including, without limitation, those contained in 40 C.F.R., parts 264, 265 and 280, subparts H, and any state equivalents, other than those that in the aggregate would have no Material Adverse Effect; (e) No Loan Party and none of their Subsidiaries has filed or failed to file any notice required under any applicable Environmental Law reporting a Release other than those which in the aggregate would have no Material Adverse Effect; (f) There are not now nor have there been in the past any events, conditions or circumstances associated with or arising from currently owned or leased properties or current operations of any Loan Party or any of its Subsidiaries or, to the best of the Borrower's knowledge, tenants or, to the best of the Borrower's knowledge, any events, conditions or circumstances associated with or arising from any previously owned or leased properties or the previous operations of any Loan Party or any of its Subsidiaries or, to the best of the Borrower's knowledge, tenants, which may give rise to any Environmental Liabilities and Costs other than those in the aggregate that would have no Material Adverse Effect. There are not now nor have there been in the past, any events, conditions or circumstances with or arising from currently or previously owned or leased properties or current or previous operations of any Loan Party or any of its Subsidiaries or, to the best of the Borrower's knowledge, tenants, which may give rise to Environmental Costs and Liabilities other than those which in the aggregate would have no Material Adverse Effect; (g) As of the Effective Date, no Environmental Lien and no unrecorded Environmental Lien has attached to any property of any Loan Party or any of its Subsidiaries and, as of any date after the Effective Date, no Environmental Lien and no unrecorded Environmental Lien has attached to any property of any Loan Party or any of its Subsidiaries other than those that in the aggregate would have no Material Adverse Effect; and (vh) Compliance with all current requirements pursuant With respect to any property owned, leased or under Environmental Laws will notoperated by any Loan Party or any of its Subsidiaries: (i) there are no underground storage tanks or surface impoundments, individually or (ii) except to the extent that the presence thereof, in the aggregate, would not have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything , there is not any asbestos- containing material in this Section 4.1(z) to the contrary, to the knowledge of Borrower friable form or any airborne asbestos containing material in excess of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any amounts proscribed by Environmental Law, any Release of Hazardous MaterialsLaws, or (iii) there is not any Hazardous Materials Activity polychlorinated biphenyls ("PCBS") other than those used, maintained or disposed of in compliance with all applicable Environmental Laws or the removal of which individually or in the aggregate has had or could reasonably be expected to would have a Materially Material Adverse Effect.

Environmental Protection. (i) Except as set forth in Schedule 9 attached 5.13 annexed hereto, : (i) neither the Borrower Borrowers nor any of its Restricted their Subsidiaries nor any of their respective Real Property Facilities or operations relating to the Site, the Project or the Phase I-A Project are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (Aa) any Environmental Law, (Bb) any Environmental Claim Claim, or (Cc) any Hazardous Materials Activity; (ii) Neither the Borrower neither Borrowers nor any of its Restricted their Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 U.S.C. § U.S.C.ss. 9604) or any comparable state comparxxxx xxxte law; (iii) There there are no and, to the Borrower’s Borrowers' knowledge, have been no conditions, occurrences, or Hazardous Materials Activities on the Site or any other Facility relating to the Project or the Phase I-A Project which could reasonably be expected to form the basis of an Environmental Claim against the Borrower Borrowers or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effecttheir Subsidiaries; (iv) Neither the Borrower neither Borrowers nor any of its Restricted Subsidiaries, their Subsidiaries nor, to the Borrower’s Borrowers' knowledge, any predecessor of the Borrower Borrowers or any of its Restricted their Subsidiaries has filed any notice under any Environmental Law indicating past or present Release treatment of Hazardous Materials on at any Real PropertyFacility, and neither the Borrower nor none of Borrowers' or any of its Restricted their Subsidiaries’ ' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect)waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and; (v) Compliance compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Material Adverse Effect. Notwithstanding anything in this Section 4.1(z) subsection 5.13 to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower Borrowers or any of its Restricted their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity Activity, including any matter disclosed on Schedule 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Materially Material Adverse Effect.

Environmental Protection. (ia) Except as set forth in Schedule 9 attached heretoSection 4.19 of the Disclosure Letter: (i) Since January 1, 1997, neither (i) the Borrower nor Sellers, the Acquired Companies or any of its Restricted Subsidiaries nor Subsidiary have received any of their respective Real Property written communication from any Person (including any Governmental Entity) alleging that the Sellers or operations the Acquired Companies or any Subsidiary are subject potentially responsible parties under Environmental Law (as defined in Section 4.19(b)) with respect to any outstanding written order, consent decree actual or settlement agreement with any Person alleged environmental contamination relating to a facility used in or in connection with the Business (A) including any off-site location where waste or hazardous materials generated or handled by the Sellers, the Acquired Companies or any Subsidiary, in each case with respect to the operation of the Business, have been released, disposed of or otherwise come to be located); none of the Sellers, the Acquired Companies or any Subsidiary, nor, to the Sellers' knowledge, is any Governmental Entity conducting or has conducted any environmental remediation or environmental investigation which could reasonably be expected to result in material Liability for the Acquired Companies or any Subsidiary under Environmental Law; and none of the Sellers, (B) the Acquired Companies or any Subsidiary have received any written request for information under Environmental Claim Law from any Governmental Entity or (C) any Hazardous Materials Activityother Person with respect to any actual or alleged environmental contamination relating to the Business; (ii) Neither Since January 1, 1997, neither the Borrower Sellers nor the Acquired Companies nor any Subsidiary have violated any Environmental Laws in respect of its Restricted the Business or have caused or contributed to any material environmental contamination relating to the Business that has caused any material property damage or material personal injury under any Environmental Law; (iii) To the knowledge of Sellers, none of the Sellers or their Affiliates, with respect to the Business, the Acquired Companies or any of their Subsidiaries has received treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any letter substance, including without limitation any hazardous substance, or written request for information under Section 104 owned or operated any property or facility, in a manner that has given or is reasonably likely to give rise to any liabilities of any of the Acquired Companies or the Subsidiaries or the Business (including without limitation any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys' fees) pursuant to the federal U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9604) "CERCLA"), or any comparable state law; (iii) There are no other Environmental Law; and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither None of the Borrower nor following exists at any property or facility owned or operated by any of its Restricted the Acquired Companies or the Subsidiaries: (1) underground storage tanks containing hazardous materials, nor(2) asbestos-containing material in any form or condition, to (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or waste disposal areas, except in the Borrower’s knowledge, any predecessor case of each of the Borrower foregoing subclauses in compliance with applicable Environmental Laws. (b) For purposes of this Section 4.19, "Environmental Law" means all applicable state, federal, local and foreign laws, regulations and rules, including common law, judgments, decrees and orders relating to pollution, the preservation of the environment, or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal release of hazardous waste (other than hazardous waste generated in materials, noise, odors or radiation into the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effectenvironment.