Common use of Environmental Clause in Contracts

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Each of the Loan Parties and its Restricted Subsidiaries (i) is and has been in compliance with all applicable Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) reasonably believes that compliance with any Environmental Law that is applicable to any of them will be timely attained and maintained, without additional expense, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not been Released by any Loan Party, or to the Loan Parties’ knowledge by any other Person, in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free and Hazardous Materials have not otherwise been Released by or on behalf of any Environmental Liens Loan Party or post bonds or any of its Restricted Subsidiaries at any other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complylocation, in all material respectseach case, with (i) to the Loan Parties’ knowledge, in a quantity, location, manner or condition requiring any cleanup, investigation or remedial action pursuant to any applicable Environmental Laws; (ii) in violation or alleged violation of any applicable Environmental Laws; or (iii) which would reasonably be expected to give rise to any Environmental Liability, including any claim pursuant to any Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsagainst any Loan Party or its Restricted Subsidiaries, except such non-compliance thatexcept, in each case, as could not, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (c) Promptly notify Administrative Agent of any release of which No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed or threatened, with respect to or in connection with any Loan Party has knowledge of a Hazardous Material in or its Restricted Subsidiaries or any reportable quantity from real properties now or onto property owned previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (excluding d) To the Excluded Entities) Loan Parties’ knowledge, there are no Environmental Liabilities of any Loan Party or any Restricted Subsidiary of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and, there are no existing facts, conditions, situations or set of circumstances which could reasonably be expected to result in a Material Adverse Effector be the basis for any such Environmental Liability, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)except, in either each case, that as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect. (e) No Loan Party or any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, settlement or other agreement, or is subject to any judgment, decree, order or other agreement, in any judicial, administrative, arbitral or other forum for dispute resolution, relating to compliance with Environmental Law or any Environmental Liability except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) No Loan Party or its Restricted Subsidiaries has assumed any Environmental Liability of any other Person, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could Except as would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an the Credit Parties and each of their respective Subsidiaries are in compliance with all material Environmental Lien has been filed against any Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the real or personal property of a Loan Party or its Credit Parties and their respective Subsidiaries (excluding the Excluded Entitiesas currently conducted), ; (ii) commencement none of the Credit Parties or any of their respective Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Action or written notice Law that an Environmental Action will be filed against a Loan Party or its Subsidiaries is pending or, to the knowledge of such Credit Party, threatened in writing; (excluding iii) to the Excluded Entities)knowledge of the Credit Parties, in either case, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to result give rise to any material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health or safety matters.

Environmental. (a) Each Loan Party willand its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and Environmental Claims on their respective businesses, operations and properties, and will cause each there are no such effects of Environmental Laws or Environmental Claims, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Loan Parties and its Subsidiaries (excluding is and has been in compliance with all Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the Excluded Entities) to,aggregate, reasonably be expected to have a Material Adverse Effect. (ac) Keep No Hazardous Materials are present, or have been Released by any Person, whether related or unrelated to any Loan Party in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entitiesi) free in a quantity, location, manner or state that could reasonably be expected to require any cleanup, investigation or remedial action pursuant to any Environmental Laws, (ii) in violation or alleged violation of any Environmental Liens Laws, or post bonds (iii) which has given or other financial assurances sufficient could give rise to satisfy the obligations any Environmental Liability or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsClaims against any Loan Party or its Subsidiaries, except such non-compliance thatas could not, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (cd) Promptly notify Administrative Agent No property to which the Loan Parties or their Subsidiaries have, directly or indirectly, transported or arranged for the transportation of any release Hazardous Material is listed or, to the Loan Parties’ knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of which any Loan Party has sites requiring investigation or cleanup, nor to the knowledge of the Loan Parties, is any such property anticipated or threatened to be placed on any such list, except as could not, either individually or in the aggregate, reasonably be expected to have a Hazardous Material Adverse Effect. (e) No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection with any reportable quantity from of the Loan Parties or onto property owned their Subsidiaries or any real properties now or previously owned, leased or operated by any the Loan Party Parties or its their Subsidiaries except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (excluding the Excluded Entitiesf) There are no facts, conditions, situations or set of circumstances which have resulted in or could reasonably be expected to result form the basis for any Environmental Liability of any Loan Parties or their Subsidiaries or require the Loan Parties or their Subsidiaries to incur Environmental Liabilities or other capital or operating expenditures in a Material Adverse Effect, and take any Remedial Actions required order to ▇▇▇▇▇ said release achieve or otherwise to come into maintain compliance with applicable Environmental LawLaws, and (d) Promptlyexcept as could not, but either individually or in any event within ten (10) Business Days of its receipt thereofthe aggregate, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect. (g) No Loan Party or Subsidiary has assumed or retained any Environmental Liability of any other Person (including any such liability assumed under a Contractual Obligation or the operation of law), except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Each of the Loan Parties and its Restricted Subsidiaries is and has been in compliance with all Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) To the Loan Parties’ knowledge, no Hazardous Materials are present, or have been released by any Person, whether related or unrelated to any Loan Party in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entitiesi) free in a quantity, location, manner or state requiring any cleanup, investigation or remedial action pursuant to any Environmental Laws; (ii) in violation or alleged violation of any Environmental Liens Laws; or post bonds (iii) which has or other financial assurances sufficient could give rise to satisfy the obligations any Environmental Liability, including any claim pursuant to any Environmental Laws against any Loan Party or liability evidenced by such Environmental Liens, (b) Complyits Restricted Subsidiaries, except, in all material respectseach case, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsas could not, except such non-compliance that, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (c) Promptly notify Administrative Agent of any release of which No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection with any Loan Party has knowledge of a Hazardous Material in or its Restricted Subsidiaries or any reportable quantity from real properties now or onto property owned previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (excluding d) No properties now or, to the Excluded EntitiesLoan Parties’ knowledge, previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries nor, to the Loan Parties’ knowledge, any property to which any Loan Party or its Restricted Subsidiaries has transported or arranged for the transportation of any Hazardous Material is listed or, to the Loan Parties’ knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of sites requiring investigation or cleanup, nor to the knowledge of the Loan Parties, is any such property anticipated or to the Loan Parties’ knowledge, threatened to be placed on any such list, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) To the Loan Parties’ knowledge, there are no Environmental Liabilities of any Loan Party or its Restricted Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there are no facts, conditions, situations or set of circumstances which could reasonably be expected to result in a Material Adverse Effector be the basis for any such Environmental Liability, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)except, in either each case, that as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect. (f) No Loan Party or any of its Restricted Subsidiaries has assumed or retained any Environmental Liability of any other Person, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. This Section 5.08 contains the sole and exclusive representations and warranties of the Loan Parties with respect to environmental matters.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could Except as would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Lien has been filed against any Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the real or personal property of a Loan Party or its Credit Parties and their respective Subsidiaries (excluding the Excluded Entitiesas currently conducted), ; (ii) commencement none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Action Claim or written notice any other liability under any Environmental Law that an Environmental Action will be filed against a Loan Party or its Subsidiaries is pending or, to the knowledge of such Credit Party, threatened in writing; (excluding iii) to the Excluded Entities)knowledge of the Credit Parties, in either case, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to result give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. Each Loan Party will(a) In the case of Holdings, deliver to the Administrative Agent: (i) as soon as practicable following receipt thereof, copies of all environmental assessments, audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds independent consultants, Governmental Authorities or other financial assurances sufficient Persons, that identifies any failure to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, comply with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not any other matter that would reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent an Environmental Claim, which failure to comply or Environmental Claim would reasonably be expected to result in Holdings or any of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which incurring any cost, loss or liability that could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and; (dii) Promptly, but in any event within ten (10) Business Days of its promptly upon the occurrence or receipt thereof, provide Administrative Agent with written notice relating to (1) any Release of Hazardous Materials which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect or (B) any Environmental Claim that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (3) Holdings or the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the following: ownership, occupancy, transferability or use thereof under any Environmental Law that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or (i4) notice that an the imposition or written threat of any imposition of any Lien on any Collateral pursuant to any Environmental Lien has been filed against Law; (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to any Release of Hazardous Materials or any actual or threatened Environmental Claims that, individually or in the real aggregate, have a reasonable possibility of resulting in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or personal other property by Holdings or any of a Loan Party or its Subsidiaries that could reasonably be expected to (excluding the Excluded Entities), (ii1) commencement expose Holdings or any of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (excluding 2) adversely affect the Excluded Entities)ability of Holdings or any of its Subsidiaries to maintain compliance with Environmental Laws to a degree that could reasonably be expected to result, individually or in the aggregate, in either case, a Material Adverse Effect and (B) any proposed material modification by Holdings or any of its Subsidiaries to current operations that could reasonably be expected to result in additional capital and operating costs related to compliance with Environmental Laws for any one year that could reasonably be expected to result in a Material Adverse Effect at any individual Facility; and (v) with reasonable promptness, such other documents and (iiiinformation as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a) written notice of a violation, citationor otherwise related to compliance with, or other administrative order from a Governmental Authority liability pursuant to, any Environmental Law by such Loan Party or any of its Subsidiaries. (b) Promptly take any and all actions necessary to (i) cure any violation of any Environmental Law by such Loan Party or any of its Subsidiaries that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, (ii) conduct any investigative or remedial action that may be required pursuant to any Environmental Law by such Loan Party or any of its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) make an appropriate response to any Environmental Claim against such Loan Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Use and operate all of its Facilities in compliance with all Environmental Laws, obtain and maintain in full force and effect all necessary Governmental Authorizations required pursuant to any Environmental Laws, and cause all lessees, contractors and other Persons that are agents or invitees of a Loan Party operating or occupying any property owned or leased by any Loan Party to comply in all material respects, with all Environmental Law, in each case except where the failure to comply, obtain or maintain could not reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party willThe Master Issuer shall, and will shall cause each other Securitization Entity to, promptly notify the Servicer, the Manager, the Back-Up Manager, the Trustee and the Rating Agency for each Series of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free Notes Outstanding, in writing, upon receipt of any written notice of which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) relating in any way to any possible material liability of any Securitization Entity pursuant to any Environmental Liens or post bonds or Law that could reasonably be expected to have a Material Adverse Effect. In addition, other financial assurances sufficient than exceptions to satisfy any of the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatfollowing that could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, the Master Issuer shall, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andshall cause each other Securitization Entity to: (da) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an comply with all applicable Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Laws, (ii) commencement hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Action Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or written notice that an about any Real Estate Assets owned, leased or operated by the Master Issuer or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Action will be filed against a Loan Party Concern have been sent for re-use or its Subsidiaries (excluding the Excluded Entitiesrecycling or for treatment, storage or disposal), in either case, that could which would reasonably be expected to (i) give rise to liability of the Master Issuer or any of its Affiliates under any applicable Environmental Law or otherwise result in a Material Adverse Effect and costs to the Master Issuer or any of its Affiliates, (ii) interfere with the Master Issuer’s or any of its Affiliates’ continued operations or (iii) written notice impair the fair saleable value of a violation, citation, any Real Estate Assets owned by the Master Issuer or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectany of its Affiliates.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Each of the Loan Parties and its Restricted Subsidiaries is and has been in compliance with all Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) To the Loan Parties’ knowledge, no Hazardous Materials are present, or have been released by any Person, whether related or unrelated to any Loan Party in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entitiesi) free in a quantity, location, manner or state requiring any cleanup, investigation or remedial action pursuant to any Environmental Laws; (ii) in violation or alleged violation of any Environmental Liens Laws; or post bonds (iii) which has or other financial assurances sufficient could give rise to satisfy the obligations any Environmental Liability, including any claim pursuant to any Environmental Laws against any Loan Party or liability evidenced by such Environmental Liens, (b) Complyits Restricted Subsidiaries, except, in all material respectseach case, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsas could not, except such non-compliance that, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (c) Promptly notify Administrative Agent of any release of which No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection with any Loan Party has knowledge of a Hazardous Material in or its Restricted Subsidiaries or any reportable quantity from real properties now or onto property owned previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (excluding d) No properties now or, to the Excluded EntitiesLoan Parties’ knowledge, previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries nor, to the Loan Parties’ knowledge, any property to which any Loan Party or its Restricted Subsidiaries has transported or arranged for the transportation of any Hazardous Material is listed or, to the Loan Parties’ knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of sites requiring investigation or cleanup, nor to the knowledge of the Loan Parties, is any such property anticipated or threatened to be placed on any such list, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) To the Loan Parties’ knowledge, there are no Environmental Liabilities of any Loan Party or its Restricted Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there are no facts, conditions, situations or set of circumstances which could reasonably be expected to result in a Material Adverse Effector be the basis for any such Environmental Liability, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)except, in either each case, that as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect. (f) No Loan Party or its Restricted Subsidiaries has assumed or retained any Environmental Liability of any other Person, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. This Section 5.09 contains the sole and exclusive representations and warranties of the Loan Parties with respect to environmental matters.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000, or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (b) Comply, in all material respects, comply with Environmental Laws and provide where any such failure to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatcomply could, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, liability to Borrower or any of its Subsidiaries in excess of $500,000 and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding which could, individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, liability to Borrower or any of its Subsidiaries in excess of $500,000 and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and and (d) Promptlypromptly, but in any event within ten (10) Business Days 5 days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000 has been filed against any of the real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that which reasonably could reasonably be expected to result in a Material Adverse EffectChange.

Environmental. Each Loan (a) Deliver to the Collateral Agent: (i) promptly upon a Responsible Officer of any Credit Party will, and will cause each or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (excluding the Excluded EntitiesA) to, any material Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws (aB) Keep any property either owned or operated remedial action taken by any Loan Credit Party or its Subsidiaries any other Person in response to (excluding x) any Hazardous Materials Activities, the Excluded Entitiesexistence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse EffectChange, and take (C) any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the following: (i) notice ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that an Environmental Lien has been filed against with respect to real property adjoining or in the vicinity of any of the real Facility, Parent shall have no duty to affirmatively investigate or personal property of a Loan Party make any efforts to become or its Subsidiaries (excluding the Excluded Entities), stay informed regarding any such adjoining or nearby properties; (ii) commencement as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Action Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any material Release required to be reported to any federal, state, local or foreign governmental or regulatory agency (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iii) prompt written notice that an Environmental Action will be filed against a Loan Party describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Parent or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to (excluding the Excluded Entities)x) expose Parent or any of its Subsidiaries to, in either caseor result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Parent or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations and (iiiB) written notice any proposed action to be taken by Parent or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or taken together with any other such proposed actions, could reasonably be expected to subject Parent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (iv) with reasonable promptness, such other administrative order documents and information as from a Governmental Authority that time to time may be reasonably requested by the Collateral Agent in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Parent or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Parent or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either To the Knowledge of Seller, except as set forth in Part 3.06 of Seller’s Disclosure Schedule, or except as would not have an Environmental Material Adverse Effect, there are no Violations of Environmental Laws that arise from events occurring at or conditions existing on the Assets during the period Seller owned the affected Assets, which have not been corrected or operated by any Loan Party Remediated and all applicable fines or its Subsidiaries (excluding penalties paid in full under the Excluded Entities) free requirements of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,Governmental Body having jurisdiction. (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation To the Knowledge of such compliance which Administrative Agent reasonably requestsSeller, except such non-compliance thatas set forth in Part 3.06 of Seller’s Disclosure Schedule, individually there are no Environmental Liabilities that arise from events occurring at or in conditions existing on the aggregateAssets during the period Seller owned the affected Assets, could except as would not reasonably be expected to result in a have an Environmental Material Adverse Effect,. (c) Promptly notify Administrative Agent Except as set forth in Part 3.06 of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from Seller’s Disclosure Schedule or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a except as would not have an Environmental Material Adverse Effect, all Governmental Authorizations required under applicable Environmental Laws that are necessary to the operation of the Seller Operated Assets or, to the Knowledge of Seller, any other Assets, have been obtained and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into are in full force and effect, and Seller has operated the Seller Operated Assets in compliance with applicable Environmental Law, andsuch Permits. (d) PromptlyExcept as set forth in Part 3.06 of Seller’s Disclosure Schedule, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that or except as would not have an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect, neither Seller nor any of its Affiliates has received any notifications of any Proceedings pending or, to the Knowledge of the Seller, threatened against Seller or the Assets and alleging that Seller or the Assets are in violation of or otherwise subject to liability under applicable Environmental Law. (e) Except as would not have an Environmental Material Adverse Effect, there has been no claim asserting liability for exposure of any Person or property to Hazardous Materials in connection with the Assets. (f) Seller either has made, or will, immediately after the execution of this Agreement, make available to Buyer all environmental assessment, investigatory, and audit reports, studies, analyses, and correspondence (other than correspondence that exists solely in electronic form) relating to the Assets that are in the possession or control of Seller or any of its Affiliates and addressing Releases or threatened Releases, Remediations, Environmental Liabilities, Environmental Conditions, or Violations of Environmental Laws.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any property either owned capital or operated operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by any Loan Party law or its Subsidiaries (excluding the Excluded Entities) free as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Liens or post bonds or other financial assurances sufficient Laws, are unlikely to satisfy the obligations or liability evidenced by such Environmental Liens,have a Material Adverse Effect. (b) ComplyExcept as, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) neither the Borrower nor any other Covered Party has received any notice that an of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Lien has been filed against Laws with regard to any of the real facilities and properties owned, leased or personal property of a Loan operated by the Borrower or any other Covered Party (the “Properties”) or its Subsidiaries the business operated by the Borrower or any other Covered Party (excluding the Excluded Entities)“Business”) that is not fully and finally resolved, (ii) commencement of to the Borrower’s actual knowledge, after due inquiry, no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Action Law to which the Borrower or written notice that an Environmental Action any other Covered Party is or will be filed against named as a Loan Party party with respect to the Properties or its Subsidiaries (excluding the Excluded Entities)Business, in either casenor are there any consent decrees or other decrees, that could reasonably be expected consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law or relating to result in a Material Adverse Effect Materials of Environmental Concern with respect to the Business; and (iii) written notice to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there are no Materials of a violationEnvironmental Concern at, citation, under or other administrative order from a Governmental Authority that could reasonably be expected about the Properties or violation of any Environmental Law with respect to result in a Material Adverse Effectthe Properties or the Business.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Except as would not reasonably be expected to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatresult, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,Effect on Transocean: (a) there have not occurred any Releases of Hazardous Substances at, on, under or from (i) any property currently or formerly owned, operated or leased by Transocean or a Transocean Subsidiary, and (ii) to the knowledge of Transocean, any location formerly operated or used by Transocean or any Transocean Subsidiary to which Transocean or any Transocean Subsidiary has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances. (b) neither Transocean nor any Transocean Subsidiary is subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws. (c) Promptly notify Administrative Agent all operations of Transocean and each Transocean Subsidiary have been and are now being conducted in material compliance with all applicable Environmental Laws, which compliance includes the possession and compliance with the terms of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, Permit; and (d) PromptlyTransocean is not aware of, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: or is subject to: (i) notice that an Environmental Lien has been filed against any of the real proceeding, application, order or personal property of a Loan Party directive which relates to environmental, health or its Subsidiaries (excluding the Excluded Entities)safety matters, and which is expected to require Transocean or any Transocean Subsidiary to conduct any work, repairs, construction, or to incur expenditures; (ii) commencement any Action against Transocean or any Transocean Subsidiary with respect to Hazardous Substances or the breach of or liability under any Environmental Laws applicable to Transocean or a Transocean Subsidiary, including any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Substances; (iii) any proceeding, application, order or directive which relates to environmental, health or safety matters, and which is expected to require Transocean or any Transocean Subsidiary to conduct any material work, repairs, or construction; or (iv) any Action against Transocean or any Transocean Subsidiary with respect to Hazardous Substances or the breach of or liability under any Environmental Action Laws, including any regulations respecting the use, storage, treatment, transportation, or written notice that an disposition of any Hazardous Substances; and (e) In the ordinary course of its business, Transocean periodically reviews the effect of Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Laws on various business, operations and properties of Transocean, in either casethe course of which it identifies and evaluates associated costs and liabilities (including any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, Transocean has reasonably concluded that could such associated costs and liabilities are not reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectTransocean.

Environmental. Each Loan Party willThe Sold Companies are in material compliance with all, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep have not violated in any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any material respects any, material Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, Laws. The Sold Companies possess and comply in all material respectsrespects with all, with and have not violated in any material respects any, material Permits required under any material Environmental Laws Law for their respective operations as currently, and provide none of the Sold Companies has received any written notice, or to Administrative Agent documentation the Knowledge of Seller, other communication that any such compliance which Administrative Agent reasonably requestsPermit will be revoked, except not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such non-compliance written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or release of any substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, individually or in the aggregateeach case under clauses (i) and (ii), could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, materially and take adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any Remedial Actions required to ▇▇▇▇▇ said material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of formerly operated by any of them and, to the following: Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (i) notice that an including any facility for the treatment, storage, or disposal of Materials of Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded EntitiesConcern), in either each case, under such circumstances or under such conditions that could reasonably be expected to result in a Material Adverse Effect material liability to the Sold Companies pursuant to Environmental Laws or to materially and (iii) written notice adversely affect any of a violationthem. None of the Sold Companies has assumed or retained, citationby contract or by operation of Law, any liability under Environmental Laws or other administrative order from a Governmental Authority that regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to result be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in a Material Adverse Effectthe possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep The Administrative Borrower will deliver to the Administrative Agent as soon as practicable following the sending or receipt thereof by the Administrative Borrower or any property either owned or operated by any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free Restricted Subsidiaries, a copy of any and all written communications with respect to (A) any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claim that, individually or in the aggregate, could not reasonably be expected has a reasonable possibility of giving rise to result in a Material Adverse Effect, ; (cB) Promptly notify any Release required to be reported by the Administrative Agent Borrower or any of its Restricted Subsidiaries to any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from federal, state, provincial, municipal or onto property owned local governmental or operated by any Loan Party regulatory agency or its Subsidiaries (excluding the Excluded Entities) which other Governmental Authority that reasonably could reasonably be expected to result in have a Material Adverse Effect, (C) any request made to the Administrative Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Administrative Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect and take (D) subject to the limitations set forth in the proviso to Section 5.01(j), such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any Remedial Actions required matters disclosed pursuant to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andthis Section 5.09(a). (db) PromptlyThe Administrative Borrower shall promptly take, but in any event within ten (10) Business Days and shall cause each of its receipt thereofRestricted Subsidiaries promptly to take, provide Administrative Agent with written notice of any of the following: and all actions necessary to (i) notice that an cure any violation of or noncompliance with any applicable Environmental Lien has been filed against any of Law by the real or personal property of a Loan Party Administrative Borrower or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) commencement and address with appropriate corrective or remedial action any Release or threatened Release of Hazardous Materials at or from any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Facility, in either each case, that could reasonably be expected to result in have a Material Adverse Effect and (iiiii) written notice make an appropriate response to any Environmental Claim against the Administrative Borrower or any of a violationits Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder, citationin each case, or other administrative order from a Governmental Authority that where failure to do so could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep The Borrower will deliver to the Administrative Agent as soon as reasonably practicable following the sending or receipt thereof by the Borrower or any property either owned or operated by any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free Restricted Subsidiaries, a copy of any material written communications with respect to (A) any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claim that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, ; (cB) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Release or Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which Materials Activity that could reasonably be expected to result in have a Material Adverse Effect, and take (C) any Remedial Actions required request made to ▇▇▇▇▇ said release the Borrower or any of its Restricted Subsidiaries for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its Restricted Subsidiaries may be responsible or otherwise liable for any Hazardous Materials Activity which is reasonably expected to come into compliance with applicable Environmental Law, andhave a Material Adverse Effect and (D) such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to the foregoing. (db) PromptlyThe Borrower shall promptly take, but in any event within ten (10) Business Days and shall cause each of its receipt thereof, provide Administrative Agent with written notice of any of the following: Restricted Subsidiaries promptly to (i) notice that an take any and all actions required under Environmental Lien has been filed against Law to cure any violation of or noncompliance with any Environmental Law by the Borrower or its Restricted Subsidiaries and address any Release or threatened Release of Hazardous Materials at or from any real property or Facility owned, leased or operated by Borrower or any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, in either each case, that could reasonably be expected to result in have a Material Adverse Effect and (iiiii) written notice reasonably respond to any Environmental Claim against the Borrower or any of a violationits Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder, citationin each case, or other administrative order from a Governmental Authority that where failure to do so could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Environmental. Each Loan No Group Party willis subject to any civil or criminal proceeding or investigation relating to Requirements of Environmental Laws, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan no Group Party or its Subsidiaries (excluding the Excluded Entities) free is aware of any threatened proceeding or investigation relating to Requirements of Environmental Liens Laws, in either case the adverse determination of which could reasonably be expected to have a Material Adverse Effect; each Group Party currently operates its business and its Properties (whether owned, leased or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (botherwise occupied) Comply, in compliance in all material respects, respects with all applicable Requirements of Environmental Laws and provide to Administrative Agent documentation Laws; no Hazardous Materials are or have been stored or disposed of such compliance which Administrative Agent reasonably requestsby any Group Party or otherwise used by any Group Party in violation of any applicable Requirements of Environmental Laws, except such non-compliance that, individually or in to the aggregate, extent violation could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, (c) Promptly notify Administrative Agent of any ; there has been no release of which Hazardous Materials by any Loan Group Party has at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries except as permitted by any permits, licenses, registrations or other authorizations issued pursuant to the Requirements of Environmental Laws and, to the knowledge of a Hazardous Material in Responsible Officer of the Borrower no real property or groundwater in, on or under any reportable quantity from property now or onto property previously owned or operated leased by any Loan Group Party is or has been during such Group Party’s ownership or occupation of such property (or prior to its Subsidiaries (excluding the Excluded Entitiesownership or occupation) which could contaminated by any Hazardous Materials except for any release or contamination that would not reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required give rise to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in remedial obligations having a Material Adverse Effect and (iii) written notice nor, to the knowledge of a violationResponsible Officer of the Borrower, citation, is any such property named in any list of hazardous waste or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectcontaminated sites maintained under any Requirements of Environmental Law.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or The Company and its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complyare, and have been, in compliance with all material respectsapplicable Laws relating to the protection of the environment, with natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsConcern (collectively, “Environmental Laws”), except for such non-compliance thatnoncompliance that would not reasonably be expected to have, individually or in the aggregate, could a Material Adverse Effect. (b) The Company and its Subsidiaries (i) have received, possess and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”), (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such Environmental Permits, and (iii) have paid all fees, assessments or expenses due under any such Environmental Permits, except for such failures to receive and comply with Environmental Permits, or any such actions, or failure to pay any such fees, assessments or expenses that would not reasonably be expected to result have, individually or in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effectaggregate, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there are no such Legal Proceedings pending against any other Person that would reasonably be expected to materially adversely affect the Company or any of its Subsidiaries, and (ii) the Company and its Subsidiaries have not received written notice of any actual or potential liability of the Company for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws or Environmental Permits, where such Legal Proceedings or liability would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) None of the Company or any of its Subsidiaries has entered into any consent decree, settlement or other agreement with any Governmental Entity, and none of the Company or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws, Environmental Permits or to Materials of Environmental Concern, except for such consent decrees, settlements, agreements or Orders that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) There has been no release, disposal or arrangement for disposal of any Materials of Environmental Concern by the Company or its Subsidiaries at, from or to any real property currently or, to the Knowledge of the Company, formerly owned, leased or operated by the Company or its Subsidiaries that would reasonably be expected to (i) give rise to any liability of the Company or any of its Subsidiaries under any Environmental Law, or (ii) prevent the Company or any of its Subsidiaries from complying with applicable Environmental Laws or Environmental Permits, except for such Legal Proceedings, liability or burden or non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) Neither the Company nor any of its Subsidiaries has assumed or retained by Contract or operation of Law any liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern, where such assumption or acceptance of responsibility would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) None of the transactions contemplated under this Agreement will give rise to any obligations to obtain the consent of or provide notice to any Governmental Entity under any Environmental Laws or Environmental Permits, except for such consents or notices the failure of which to obtain or provide as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in to the aggregate, extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Effect, (b) Comply with Environmental Laws and Environmental Permits held by any Loan Party or its Restricted Subsidiaries, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) Promptly notify Administrative Agent of any release of which following discovery by any Loan Party has knowledge or its Restricted Subsidiaries of any material Release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which Restricted Subsidiaries, or from or onto any other property that could reasonably be expected to result in a Material Adverse Effectmaterial Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said release Release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an a material Environmental Lien has been filed against any of the material real or personal property of a Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities)that constitutes Collateral, (ii) notice of a commencement of any material Environmental Action or written notice that an a material Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from Environmental Action, other than any with respect to a Governmental Authority violation, citation or other Environmental Action that could not reasonably be expected to result in have a Material Adverse Effect and (iv) the revocation, suspension, or material adverse modification of any Environmental Permit, other than any such action that could not reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Neither the Company nor any property either owned of its subsidiaries has received written notice of, or, to the knowledge of the Company, is subject to, any pending or operated by any Loan Party threatened action, cause of action, claim, or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens investigation alleging liability under or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatwith any Applicable Laws relating to pollution or the protection of human health or the environment (“Environmental Laws”), individually except for such actions, causes of action, claims, or in the aggregate, could investigations that would not reasonably be expected to result in have a Material Adverse Effect,. The Company and each of its subsidiaries are in compliance with all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries holds and is in compliance with all permits required to be held by it under Environmental Laws, except where the failure to hold any such permit or to comply with any such permit would not reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of the Company, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping, or release of any kind (collectively, “Release”) of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including crude oil or any fraction thereof) or solid wastes, including those defined in any Environmental Law (“Hazardous Materials”), on, beneath, above, or into any of the Owned Real Property or the Leased Real Property, except for any Releases permitted by law or that have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Promptly notify Administrative Agent of Except for any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could matters that have not had and would not reasonably be expected to result in have a Material Adverse Effect, and take there is no Environmental Claim pending or, to the knowledge of the Company, threatened against the Company or any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of subsidiaries or against any person or entity whose liability for such Environmental Claim the Company or any of the following: its subsidiaries has retained or assumed either contractually or by operation of law. “Environmental Claim” means any notice by a person or entity alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on, or resulting from (i) notice that an Environmental Lien has been filed against the presence, or release into the environment, of any material or form of energy at any location, whether or not owned by the Company or any of the real its subsidiaries; or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement circumstances forming the basis of any violation, or alleged violation, of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaw.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any property either owned capital or operated operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by any Loan Party law or its Subsidiaries (excluding the Excluded Entities) free as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Liens or post bonds or other financial assurances sufficient Laws, are unlikely to satisfy the obligations or liability evidenced by such Environmental Liens,have a Material Adverse Effect. (b) ComplyExcept as, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,: (ci) Promptly notify Administrative Agent neither the Borrower nor any Guarantors has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned the facilities and properties owned, leased or operated by the Borrower or any Loan Party Guarantors (the “Properties”) or its Subsidiaries the business operated by the Borrower or any Guarantor (excluding the Excluded Entities“Business”) which could reasonably be expected to result in a Material Adverse Effect, that is not fully and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)finally resolved, (ii) commencement of to the Borrower’s actual knowledge, after due inquiry, no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Action Law to which the Borrower or written notice that an Environmental Action any Guarantor is or will be filed against named as a Loan Party party with respect to the Properties or its Subsidiaries (excluding the Excluded Entities)Business, in either casenor are there any consent decrees or other decrees, that could reasonably be expected consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to result in a Material Adverse Effect the Business; and (iii) written notice to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of a violation, citation, any Environmental Law with respect to the Properties or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectthe Business.

Environmental. Each Loan Party will(a) Deliver to Lender: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to,or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (aii) Keep promptly upon a Responsible Officer of any property either owned Credit Party or operated any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by any Loan Credit Party or its Subsidiaries any other Person in response to (excluding x) any Hazardous Materials Activities, the Excluded Entitiesexistence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse EffectChange, and take (C) any Remedial Actions Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to ▇▇▇▇▇ said release be reported to any federal, state or otherwise local governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to come into compliance with applicable Environmental Law, andresult in a Material Adverse Change; (div) Promptlyprompt written notice describing in reasonable detail (A) any proposed acquisition of stock, but in assets, or property by Borrower or any event within ten (10) Business Days of its receipt thereofSubsidiaries that, provide Administrative Agent with written notice of individually or in the aggregate, could reasonably be expected to (x) expose Borrower or any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)to, (ii) commencement of any or result in, Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iiiB) written notice any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other administrative order documents and information as from a Governmental Authority that time to time may be reasonably requested by Lender in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party Borrower will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens (other than Permitted Liens) or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens (other than Permitted Liens), (b) Comply, in all material respects, Comply with applicable Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except such non-compliance thatwhere a failure to comply would not reasonably be expected to result in, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity or which could reasonably be expected to result in material liabilities of any Loan Party or its Subsidiaries from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, except where a failure to comply would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, and provide to Agent documentation of such compliance which Agent reasonably requests, and (d) Promptly, but in any event within ten (10) 5 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding that individually or in the Excluded Entities)aggregate, in either case, that could would reasonably be expected to result in have a Material Adverse Effect Effect, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Except as to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide matters that would not reasonably be expected to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thathave, individually or in the aggregate, could a Material Adverse Effect, since January 1, 2017, no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Company or any of its Subsidiaries; (b) except as to matters that would not reasonably be expected to result have, individually or in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in aggregate, a Material Adverse Effect, since January 1, 2017, the Company and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into each of its Subsidiaries has been in compliance with all applicable Environmental Law, and Laws; (dc) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice except as to matters that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect Effect, the Company and each of its Subsidiaries has obtained all permits, licenses and other approvals required pursuant to Environmental Law for the operations of the business of the Company and its Subsidiaries, and since January 1, 2017 has maintained all financial assurances, necessary for its operations to comply, in all respects, with all applicable Environmental Laws and is, and since January 1, 2017, to the Knowledge of the Company, has been, in compliance with the terms of such permits, licenses and other approvals and financial assurance requirements; (iiid) written notice no Hazardous Material is located at, on or under any property currently owned, operated or leased by the Company or any of a violation, citation, or other administrative order from a Governmental Authority its Subsidiaries that could would reasonably be expected to result give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (e) since January 1, 2017, no Hazardous Materials have been generated, owned, treated, stored, handled, controlled, transported or Released by (or on behalf of) the Company or any of its Subsidiaries, or Released at any location, in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any property either owned capital or operated operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by any Loan Party law or its Subsidiaries (excluding the Excluded Entities) free as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Liens or post bonds or other financial assurances sufficient Laws, are unlikely to satisfy the obligations or liability evidenced by such Environmental Liens,have a Material Adverse Effect. (b) ComplyExcept as, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,: (ci) Promptly notify Administrative Agent neither the Borrower nor any Guarantors has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned the facilities and properties owned, leased or operated by the Borrower or any Loan Party Guarantors (the “Properties”) or its Subsidiaries the business operated by the Borrower or any Guarantor (excluding the Excluded Entities“Business”) which could reasonably be expected to result in a Material Adverse Effect, that is not fully and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)finally resolved, (ii) commencement of to the Borrower’s actual knowledge, after due inquiry, no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Action Law to which the Borrower or written notice that an Environmental Action any Guarantor is or will be filed against named as a Loan Party party with respect to the Properties or its Subsidiaries (excluding the Excluded Entities)Business, in either casenor are there any consent decrees or other decrees, that could reasonably be expected consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law or relating to result in a Material Adverse Effect Materials of Environmental Concern with respect to the Business; and (iii) written notice to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there are no Materials of a violationEnvironmental Concern at, citation, under or other administrative order from a Governmental Authority that could reasonably be expected about the Properties or violation of any Environmental Law with respect to result in a Material Adverse Effectthe Properties or the Business.

Environmental. Each Loan Party willThe only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in this Section 5.10, and none of the other representations and warranties contained in this Agreement will cause each be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of its Subsidiaries (excluding or in connection with any of the Excluded Entities) to,foregoing. All such matters are governed exclusively by this Section 5.10. (a) Keep any property either owned or Except as set forth on Schedule 5.10(a)-1, (i) Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated by any Loan Party or its Subsidiaries (excluding and conducted, except with respect to the Excluded Entities) free of failure to possess any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Permits that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Action Permit that, if suspended, revoked or written notice that an Environmental Action will be filed against a Loan Party withdrawn, individually or its Subsidiaries (excluding in the Excluded Entities)aggregate, in either case, that could would not reasonably be expected to result have a Material Adverse Effect. To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect and or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (iii3) years any written notice of a violationnotice, citationreport, or other administrative order from information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a Governmental Authority list of the written notices, reports or information that could Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be expected to result in have a Material Adverse EffectEffect or as set forth on Schedule 5.10(c), (i) there is and has been no Release from, in, on, or beneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. To Seller’s Knowledge as of the date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and of all Environmental Claims pending or threatened against Seller that are principally related to the Purchased Assets or the Business.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) Collateral free of any Environmental Liens or post bonds or Lien (other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (bthan a Permitted Lien) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect; (ii) Obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely renew, all Environmental Permits that are necessary for the proper conduct of its business, and comply, and cause each of its Subsidiaries to comply, with all Environmental Laws and Environmental Permits, except to the extent the failure to so obtain, maintain, preserve, renew or comply could not reasonably be expected to have a Material Adverse Effect; (iii) Take all commercially reasonable steps to prevent any Release of Hazardous Materials in violation of any Environmental Law or Environmental Permit at, on, under or from any property owned, leased or operated by any Loan Party or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (iv) Provide the Collateral Agent and Servicing Agent with written notice within 10 days of any of the following: (A) discovery of any Release of a Hazardous Material or environmental contamination condition at, on, under or from any property currently or formerly owned, leased or operated by any Loan Party, Subsidiary or predecessor in interest or any violation of Environmental Law or Environmental Permit that in any case could reasonably be expected to result in a Material Adverse Effect; (B) receipt of notice that an Environmental Lien has been filed against any Collateral (other than a Permitted Lien); or (C) receipt of notice of an Environmental Claim or Environmental Liabilities that could reasonably be expected to result in a Material Adverse Effect; and provide such reports, documents and information as the Collateral Agent or Servicing Agent may reasonably request from time to time with respect to any of the foregoing.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by Borrower or any other Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances satisfactory to the Required Lenders and in an amount sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,, subject to Loan Parties’ right to engage in a Permitted Protest so long as, in the case of an Environmental Lien that has become a Lien against any of the Collateral, (i) such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Environmental Lien(s), and (ii) any such other Lien is at all times subordinate to the Agent’s Liens; (b) Comply, in all material respects, with Environmental Laws and provide to Administrative the Agent documentation of such compliance which Administrative the Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected subject to result Loan Parties’ right to engage in a Material Adverse Effect,Permitted Protest; (c) Promptly notify Administrative the Agent of any release of which Borrower or any other Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or any other Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, ; and (d) Promptly, but in any event within ten (10) 5 Business Days of its receipt thereof, provide Administrative the Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or its Subsidiaries (excluding the Excluded Entities)Domestic Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding the Excluded Entities)Domestic Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result located in a Material Adverse Effectthe United States or Canada.

Environmental. Each Loan Party will(a) An Obligor or any of its Subsidiaries, (i) is not in compliance with any Environmental Laws or any Environmental Approvals necessary in connection with the ownership and operation of its businesses, in each case which has or is reasonably likely to have a Material Adverse Effect; (ii) has received notice of any complaints, demands, civil claims, enforcement proceedings, requests for information, or of action required by any regulatory authority and will cause each there are investigations pending or threatened in relation to the failure of it or any of its Subsidiaries (excluding the Excluded Entities) to,to obtain any Environmental Approval or comply with Environmental Law or in relation to Hazardous Substances in any such case which has or is reasonably likely to have a Material Adverse Effect; or (aiii) Keep any property either owned has actual or operated by any Loan Party contingent contractual obligations in respect of liabilities arising under Environmental Laws or its Subsidiaries (excluding related to Hazardous Substances or otherwise in connection with matters pertaining to the Excluded Entities) free of any Environmental Liens Environment, in each case which has or post bonds or other financial assurances sufficient is reasonably likely to satisfy the obligations or liability evidenced by such Environmental Liens,have a Material Adverse Effect. (b) ComplyAn Obligor, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,is aware that there are: (ci) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) circumstances which could reasonably be expected to result prevent an Obligor or any of its Subsidiaries from being in compliance with any Environmental Law, including, without limitation, obtaining or being in compliance with any Environmental Approvals, in each case where failure to do so could reasonably be expected to have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and; or (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement past or present acts or omissions by it or events, state of any Environmental Action facts or written notice that an Environmental Action will be filed against a Loan Party circumstances which have resulted in (or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in) a third party (including a regulatory authority) taking action or making a claim against it or any of its Subsidiaries under any Environmental Laws or concerning any Hazardous Substances including remedial action (in a Material Adverse Effect and (iiiparticular in relation to contaminated land) written notice or the revocation, suspension, variation or non renewal of a violationany Environmental Approval, citation, where such action or other administrative order from a Governmental Authority that could claim has or is reasonably be expected likely to result in have a Material Adverse Effect. (c) No Event of Default will occur under paragraph (a) or (b) above if the circumstances giving rise to the event are capable of remedy and are remedied within 14 days of the earlier of the Agent giving notice to the Obligors’ Agent or the relevant Obligor being aware of those circumstances. (d) Any material liability is imposed on any of the Finance Parties as a consequence of the Finance Parties being party to the Finance Documents, which liability results from any change or change in the interpretation of any applicable Environmental Laws. (e) Any change in applicable Environmental Laws results in the rights of any person against a member of the Group ranking ahead of the rights of any Finance Party in a manner which is materially prejudicial to the interests of any Finance Party. (f) Any discovery or finding that an Operating Property or any part thereof is or is likely to be, in such a condition in relation to the Environment or Hazardous Substances as would impose an actual or contingent liability on a member of the Group which has or is reasonably likely to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any real property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, respects with Environmental Laws and provide to Administrative the Agent any documentation of such compliance which Administrative the Agent may reasonably requests, except such non-compliance that, individually or in request; (iii) provide the aggregate, could not reasonably be expected to result in a Material Adverse Effect, Agent written notice within five (c5) Promptly notify Administrative Agent days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto real property at any time owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said release or otherwise to come into compliance Release; (iv) provide the Agent with applicable Environmental Law, and (d) Promptly, but in any event written notice within ten (10) Business Days days of its the receipt thereof, provide Administrative Agent with written notice of any of the following: (iA) written notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding B) written notice of the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding which, either individually or in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in have a Material Adverse Effect Effect; and (iiiC) written notice of a violation, citation, citation or other administrative order from a Governmental Authority that which, either individually or in the aggregate, could reasonably be expected to result in have a Material Adverse EffectEffect and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) (“Claims and Costs”) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against the Agent or any Lender, in each such case, excluding Claims and Costs arising out of the gross negligence or willful misconduct of the Agent or any Lender, as determined by a final judgment of a court of competent jurisdiction.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, respects with Environmental Laws and provide to Administrative the Collateral Agent any documentation of such compliance which Administrative the Collateral Agent may reasonably requests, except such non-compliance that, individually or in request; (iii) provide the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent Agents written notice within 5 days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, promptly provide Administrative Agent the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries Subsidiaries; and (excluding the Excluded Entities)C) notice of a violation, in either case, that citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (iiiv) written notice defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of a violation(A) the presence, citationdisposal, release or other administrative threatened release of any Hazardous Materials on any property at any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order from a Governmental Authority that could reasonably be expected relating to result in a Material Adverse Effectsuch Hazardous Materials, (D) any violation of any Environmental Law or (E) any Environmental Action filed against any Agent or any Lender.

Environmental. Each Except as disclosed in Schedule 6.01(18), (a) no Loan Party willor any of its Subsidiaries is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened proceeding or investigation that, (b) each Loan Party and will cause each of its Subsidiaries has all Material Licenses, registrations and other authorizations required by the Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, (excluding the Excluded Entitiesc) to, each Loan Party and each of its Subsidiaries currently operates its business and its properties (awhether owned, leased or otherwise occupied) Keep any property either owned in material compliance with all applicable Requirements of Environmental Laws, (d) no Hazardous Substances are stored or operated disposed of by any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated otherwise used by any Loan Party or any of its Subsidiaries in violation of any applicable Requirements of Environmental Laws (excluding including, without limitation, that there has been no Release of Hazardous Substances by any Loan Party or any of its Subsidiaries at, on or under any property now or previously owned or, to the Excluded Entitiesknowledge of the Borrower, leased by any Loan Party or any of its Subsidiaries); and (e) which could reasonably be expected to result the knowledge of the Borrower, (i) all underground storage tanks now or previously located on any real property owned or leased by any Loan Party or any of its Subsidiaries have been operated, maintained and decommissioned or closed, as applicable, in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into material compliance with applicable Requirements of Environmental Law, and and (dii) Promptlyno real property or groundwater in, but in on or under any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of property now or previously owned or leased by any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or any of its Subsidiaries (excluding is or has been during such Loan Party’s or such Subsidiary’s ownership or occupation of such property contaminated by any Hazardous Substance, nor, to the Excluded Entities)best of its knowledge, (ii) commencement is any such property named in any list of any hazardous waste or contaminated sites maintained under the Requirements of Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaw.

Environmental. Each Loan Party willThe only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in this Section 5.10, and none of the other representations and warranties contained in this Agreement will cause each be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of its Subsidiaries (excluding or in connection with any of the Excluded Entities) to,foregoing. All such matters are governed exclusively by this Section 5.10. (a) Keep any property either owned or Except as set forth on Schedule 5.10(a)-1, (i) Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated by any Loan Party or its Subsidiaries (excluding and conducted, except with respect to the Excluded Entities) free of failure to possess any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Permits that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Action Permit that, if suspended, revoked or written notice that an Environmental Action will be filed against a Loan Party withdrawn, individually or its Subsidiaries (excluding in the Excluded Entities)aggregate, in either case, that could would not reasonably be expected to result have a Material Adverse Effect. To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect and or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (iii3) years any written notice of a violationnotice, citationreport, or other administrative order from information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a Governmental Authority list of the written notices, reports or information that could Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be expected to result in have a Material Adverse Effect.Effect or as set forth on Schedule 5.10(c), (i) there is and has been no Release from, in, on, or beneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. To Seller’s Knowledge as of the date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and of all Environmental Claims pending or threatened against Seller that are principally related to the Purchased Assets or the Business. 1-LA/903877.26

Environmental. Each Loan Party will(a) Deliver to Agent (for distribution to the Lenders) and the Blackstone Representative: |US-DOCS\161907737.16|| (i) as soon as practicable following receipt thereof, copies of all environmental audits, site assessments, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep or by independent consultants, Governmental Authorities or any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of other Persons, with respect to any Environmental Liens Claims, any violation of Environmental Laws, or post bonds any discovery of a Release or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complythreatened Release that, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thateach case, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andChange; (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement promptly upon a Responsible Officer of any Environmental Action Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice that an describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or Regulatory Agency under any applicable Environmental Action will be filed against a Loan Laws, and (B) any removal or remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state or local governmental or Regulatory Agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (excluding iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that, individually or in the Excluded Entities)aggregate, in either casecould reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iiiB) written notice any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other administrative order documents and information as from time to time may be reasonably requested by the Blackstone Representative in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably |US-DOCS\161907737.16|| be expected to result in a Governmental Authority that Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange.

Environmental. Each Loan Party Parent will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance for Environmental Liens that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) Comply with Environmental Laws, except where non-compliance, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding Restricted Subsidiaries, which release, individually or in the Excluded Entities) which aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental LawLaw related to such release, and (d) Promptly, but in any event within ten (10) five Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) written notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding Restricted Subsidiaries, which Environmental Action, individually or in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in a Material Adverse Effect Effect, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party will(a) Deliver to the Collateral Agent: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to,or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (aii) Keep promptly upon a Responsible Officer of any property either owned Credit Party or operated any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by any Loan Credit Party or its Subsidiaries any other Person in response to (excluding x) any Hazardous Materials Activities, the Excluded Entitiesexistence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse EffectChange, and take (C) any Remedial Actions Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to ▇▇▇▇▇ said release be reported to any federal, state or otherwise local governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to come into compliance with applicable Environmental Law, andresult in a Material Adverse Change; (div) Promptlyprompt written notice describing in reasonable detail (A) any proposed acquisition of stock, but in assets, or property by Borrower or any event within ten (10) Business Days of its receipt thereofSubsidiaries that, provide Administrative Agent with written notice of individually or in the aggregate, could reasonably be expected to (x) expose Borrower or any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)to, (ii) commencement of any or result in, Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iiiB) written notice any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other administrative order documents and information as from a Governmental Authority that time to time may be reasonably requested by the Collateral Agent in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Except as set forth on Schedule 3.16, LD 8 is and has been in compliance with all applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,Laws. (b) ComplyExcept as set forth on Schedule 3.16, LD 8 has obtained, has complied with, and is in compliance with all material respects, with Environmental Permits that are required pursuant to Environmental Laws for the occupation of its Assets and provide to Administrative Agent documentation the operation of the business, and all such compliance which Administrative Agent reasonably requestsEnvironmental Permits are in full force and effect, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,free from material breach. (c) Promptly notify Administrative Agent of Except as set forth on Schedule 3.16, there are no suits, claims or proceedings pending or, to Fund C’s knowledge, threatened against LD 8 or the Assets alleging any release of which violation of, or liability under, any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andEnvironmental Permit or any indemnity obligations for which the Partnership or any of its Affiliates will be responsible or liable after Closing. (d) PromptlyExcept as set forth on Schedule 3.16, but in LD 8 is not, and none of the Assets are, subject to any event within ten (10) Business Days of its receipt thereofdecree, provide Administrative Agent with written notice order or judgment requiring the investigation or cleanup of any of Hazardous Substance under any Environmental Law or Environmental Permit at any real property or facility currently or formerly owned by LD 8 (or in which LD 8 owns or owned an interest), or included in the following: Assets. (e) Except as set forth on Schedule 3.16, to Fund C’s and LD 8’s knowledge, there is not now, and there has not been, any Hazardous Substance (i) notice that an used, generated, treated, stored, transported, disposed of, released, or handled on any owned, leased or easement property owned (now or at any time) by LD 8 or included in the Assets except in full compliance with Environmental Lien has been filed against any of the real Law and Environmental Permits or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement otherwise existing on, under, about or emanating from or to any property included in the Assets except in full compliance with Environmental Law and Environmental Permits. (f) The transactions contemplated hereby will not result in any material liabilities for site investigation or cleanup, or require the consent of any Person, pursuant to the New Jersey Industrial Site Recovery Act. (g) Except as set forth on Schedule 3.16, neither LD 8 nor Fund C has, either expressly or by operation of law, assumed or undertaken any material liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaws.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any Except as set forth on Schedule 3.14 or except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all facilities and property either owned owned, leased or operated by the Borrower or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Restricted Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,Laws. (b) ComplyThere are no pending or threatened (in writing): (i) Environmental Claims received by the Borrower or any of its Restricted Subsidiaries, or (ii) written claims, complaints, notices or inquiries received by the Borrower or any of its Restricted Subsidiaries regarding Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) There have been no Releases of Hazardous Materials at, on, under or from any property or facility now or, to any Loan Party’s knowledge, previously owned, leased or operated by the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. (d) The Borrower and its Restricted Subsidiaries have obtained and are in compliance with all material respectsEnvironmental Permits necessary for their operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits and except for any such failure to obtain, comply, or maintain in effect which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) No property now or, to any Loan Party’s knowledge previously, owned, leased or operated by the Borrower or any of its Restricted Subsidiaries is listed or, to any Loan Party’s knowledge, proposed (with respect to owned property only) for listing (i) on the National Priorities List pursuant to CERCLA or (ii) on the CERCLIS or on any similar list of sites requiring investigation or clean-up, which, in each of the foregoing cases, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any property now or, to any Loan Party’s knowledge previously, owned or leased by the Borrower or any of its Restricted Subsidiaries that could result in liabilities under Environmental Law which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) Neither the Borrower nor any of its Restricted Subsidiaries has transported or arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar list or which transportation could reasonably be expected to lead to any Environmental Claim against the Borrower or such Restricted Subsidiary which listing, proposed listing or Environmental Claim, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) Except for Permitted Liens, no Liens have been recorded pursuant to any Environmental Law with respect to any property or other assets currently owned or leased by the Borrower or its Restricted Subsidiaries. (i) Neither the Borrower nor any of its Restricted Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, nor has any of the Loan Parties or any of their respective Restricted Subsidiaries assumed by contract, agreement or operation of law, any Remedial Action or other obligation under Environmental Law, the cost of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There are no polychlorinated biphenyls or friable asbestos present at any property or facility owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (k) No Person with an indemnity or contribution obligation to the Borrower and its Restricted Subsidiaries relating to compliance with or liability under Environmental Laws and provide is in default with respect to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsobligation, except such non-compliance defaults that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (cl) Promptly notify Administrative Agent To the knowledge of any release Loan Party, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of which any Loan Party Hazardous Substance, that could form the basis of any Environmental Claim against the Borrower or any of its Restricted Subsidiaries or against any Person whose liability for any Environmental Claim the Borrower or any of its Restricted Subsidiaries has knowledge retained or assumed either contractually or by operation of a Hazardous Material law, or otherwise result in any reportable quantity from costs or onto property owned liabilities under Environmental Law, which Environmental Claim, costs or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which liabilities could reasonably be expected to result in have a Material Adverse Effect, . (m) The Borrower and take any Remedial Actions required its Restricted Subsidiaries have made available to ▇▇▇▇▇ said release or otherwise to come into the Lenders information and documents concerning compliance with applicable or potential liability under Environmental LawLaws, and (d) Promptlyincluding those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, but operated, leased or used by the Borrower and its Restricted Subsidiaries sufficient to enable a fair and accurate review and assessment of such matters which, individually or in any event within ten (10) Business Days of its receipt thereofthe aggregate, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will(i) Keep the Collateral free of any Environmental Lien; (ii) Obtain, maintain and preserve, and will cause each of its Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely renew, all Environmental Permits that are necessary or useful in the proper conduct of its business, and comply, and cause each of its Subsidiaries to comply, with all Environmental Laws and Environmental Permits, except to the extent the failure to so obtain, maintain, preserve or comply could not reasonably be expected to result in any adverse consequence to any Loan Party (excluding the Excluded Entitiesother than immaterial consequences) to,or any Secured Party; (aiii) Keep Take all commercially reasonable steps to prevent any Release or threatened Release of Hazardous Materials in violation of any Environmental Law or Environmental Permit at, in, on, under or from any property either owned owned, leased or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which that could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required adverse consequence to ▇▇▇▇▇ said release any Loan Party (other than immaterial consequences) or otherwise to come into compliance with applicable Environmental Law, andany Secured Party; (div) Promptly, but in any event Provide the Collateral Agent with written notice within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice days of any of the following: (iA) discovery of any Release of a Hazardous Material or environmental condition at, in, on, under or from any property currently or formerly owned, leased or operated by any Loan Party, Subsidiary or predecessor in interest or any violation of Environmental Law or Environmental Permit that in any case could reasonably be expected to result in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (B) notice that an Environmental Lien has been filed against any Collateral; or (C) material Environmental Claim or Environmental Liabilities; and provide such reports, documents and information as the Collateral Agent may reasonably request from time to time with respect to any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectforegoing.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, except, in all material respectseach case, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse EffectEnvironmental Liability, (b) Comply with Environmental Laws, except, in each case, as could not reasonably be expected to result in a Material Environmental Liability, and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which if such release could reasonably be expected to result in a Material Adverse EffectEnvironmental Liability, and take any Remedial Actions required to ▇a▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) five Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either each case, that if such Environmental Action could reasonably be expected to result in a Material Adverse Effect Environmental Liability, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that if such violation, citation or administrative order could reasonably be expected to result in a Material Adverse EffectEnvironmental Liability.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded EntitiesExcept as set forth on Schedule ‎3.08(a) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could as otherwise would not reasonably be expected to result be material to the Purchased Business or materially delay or impair any of the transactions contemplated hereby: (i) since January 1, 2013, no written notice, order, request for information, complaint or other communication or penalty has been received by any Seller or any of its Affiliates with respect to the compliance of the Purchased Business or the Purchased Assets with any Environmental Laws or liability under any Environmental Laws, and there are no Actions (including any water audits) pending or threatened in writing, in each case, that allege a Material Adverse Effect,violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business or the Purchased Assets of or under any Environmental Law; and (i) the Purchased Business and the Purchased Assets are and, since January 1, 2013, have been in compliance with all applicable Environmental Laws. (b) No Seller or any of its Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials on or beneath the Purchased Assets, or from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the ordinary course of business, in material compliance with Environmental Laws and so as would not reasonably be expected to require any material remediation, investigation or other response action pursuant to Environmental Law. (c) Promptly notify Administrative Agent Without in any way limiting the generality of the foregoing, to the Knowledge of the Sellers, (i) other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of such tanks, located on any release of Purchased Asset are specifically identified on Schedule ‎3.08(c), (i) other than as contained substances in quantities not regulated by Environmental Law, all former underground storage tanks have been removed from or closed in place at the Purchased Assets in compliance with Applicable Law and those removed or closed in place since January 1, 2013 are listed on Schedule ‎3.08(c), (i) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule ‎3.08(c), (i) with respect to the Purchased Assets, there are no underground injection ▇▇▇▇▇, radioactive materials or septic tanks or waste disposal pits in which any Loan Party has knowledge Hazardous Materials have been discharged or disposed, other than as have been used in the ordinary course of business, in compliance in all material respects with all Environmental Laws, and as would not reasonably be expected to require any material remediation or investigation pursuant to Environmental Law and (v) none of the Purchased Assets have any associated acid mine drainage that constitutes a Hazardous Material in any reportable quantity from violation or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required give rise to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable material liability under Environmental Law, and. (d) PromptlySchedule ‎3.08(d) sets forth a true, but in any event within ten complete and accurate list of all consent decrees, decisions, judgments, settlements, consent orders, stipulations, decrees or similar orders (10“Consent Decrees”) Business Days of its receipt thereofissued, provide Administrative Agent with written notice of any of the following: entered or executed by a Governmental Authority pursuant to Environmental Law and (i) notice that an Environmental Lien has been filed against by which any Seller or any of the real its Affiliates is bound or personal property of is a Loan Party party, or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of with respect to which any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Purchased Asset is subject. The Sellers and their Affiliates are, and since January 1, 2013 have been, in either casecompliance in all material respect with all such Consent Decrees. Since January 1, that could reasonably be expected to result in a Material Adverse Effect and (iii) 2013, no Seller or any of its Affiliates has received an written notice of a violation, citationnotification, or to the Knowledge of Seller any other administrative order notice, from a any Governmental Authority that could reasonably be expected to result in a Material Adverse Effectalleging any violation or noncompliance with any such Consent Decree.

Environmental. Each Loan Party will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, Comply in all material respects, respects with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has as knowledge of a Hazardous Material in any reportable quantity Materials from or onto property owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required by applicable Environmental Laws to ▇a▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and, (d) Promptly, but in any event within ten (10) 15 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Parent or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and or (iii) written notice of a violation, citation, citation or other administrative order from a Governmental Authority Authority, (e) Provide reasonable access to Agent and its representatives, consultants and engineers to each property either owned or operated by any Loan Party for purposes of assessing whether said Loan Party (or its Restricted Subsidiary) is in compliance with the covenants set forth in this Section 5.9; provided further that could reasonably any Loan Party’s obligation to reimburse the costs of such assessment shall be expected limited to result in a Material Adverse Effect$10,000, once per any calendar year unless an Event of Default has occurred and is continuing.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding Except as disclosed in the Excluded Entities) to,▇▇▇▇▇▇▇ Disclosure Memorandum or the ▇▇▇▇▇▇▇ Public Disclosure Documents: (ai) Keep any property either owned or each ▇▇▇▇▇▇▇ Material Entity has been and is operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any in compliance with all applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except to the extent that a failure to be in such non-compliance thatcompliance, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any ▇▇▇▇▇▇▇ Material Entity of the real property, assets, mines and other facilities owned or used by any ▇▇▇▇▇▇▇ Material Entity and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of ▇▇▇▇▇▇▇, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of ▇▇▇▇▇▇▇, no proposals have been made to amend, revoke or replace such material Environmental Approvals; (iii) the properties comprising the US Mining Division have not been used by any ▇▇▇▇▇▇▇ Material Entity, or to the knowledge of ▇▇▇▇▇▇▇, any other person previously or currently in control of the properties comprising the US Mining Division, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. No ▇▇▇▇▇▇▇ Material Entity, nor, to the knowledge of ▇▇▇▇▇▇▇, any other person in control of any of the properties comprising the US Mining Division, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of the properties comprising the US Mining Division, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, there are no Hazardous Substances at, in, on, under or migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; (iv) no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions ▇▇▇▇▇▇▇ may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to ▇▇▇▇▇▇▇’▇ knowledge, any similar federal or state lists; (ii) to the knowledge of ▇▇▇▇▇▇▇, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against any ▇▇▇▇▇▇▇ Material Entity, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, no site or facility now or previously owned, operated or leased by any ▇▇▇▇▇▇▇ Material Entity is listed or, to the knowledge of ▇▇▇▇▇▇▇, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group, no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions any ▇▇▇▇▇▇▇ Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of ▇▇▇▇▇▇▇’▇ of the ▇▇▇▇▇▇▇ US Group’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of ▇▇▇▇▇▇▇ have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; or (ii) would reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent imposition of an Encumbrance or the expropriation on any of the properties or the assets of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, Material Entity; and (dvi) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of except to the following: (i) notice extent that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could would not reasonably be expected to result in have a Material Adverse Effect and (iii) written notice with respect to the ▇▇▇▇▇▇▇ US Group, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Material Entity has received from any person or Governmental Entity any notice, formal or informal, of a violationany proceeding, citationaction, enforcement, order or other administrative order from a Governmental Authority claim, Liability or potential Liability arising under any Environmental Law that could reasonably be expected to result in a Material Adverse Effectis pending as of the date hereof.

Environmental. Each Loan Party will, Except as disclosed in the New Gold Public Disclosure Documents: (i) New Gold and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or has been and is operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any in compliance with all applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except to the extent that a failure to be in such non-compliance thatcompliance, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on New Gold; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by New Gold or any of its Subsidiaries of the real property, assets, mines and other facilities owned or used by New Gold or any of its Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of New Gold, any pending or threatened legal or administrative proceedings, and there are to the knowledge of New Gold, no proposals to amend, revoke or replace such material Environmental Approvals; (iii) New Gold’s properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. Neither New Gold nor any of its Subsidiaries nor, to the knowledge of New Gold, any other person in control of any of New Gold’s properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of New Gold’s properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any of New Gold’s properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on New Gold; (iv) neither New Gold nor any of its Subsidiaries nor any other person for whose actions New Gold or any Subsidiary of New Gold may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of New Gold, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against New Gold or any of its Subsidiaries. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold or its Subsidiaries is listed or, to the knowledge of New Gold, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor its Subsidiaries nor any other person for whose actions New Gold or any of its Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of New Gold’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would reasonably be expected to result in imposition of a Material Adverse Effect,lien, charge or other encumbrance or the expropriation on any of its properties or the assets of New Gold or its Subsidiaries; and (cvi) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding except to the Excluded Entities) which could extent that would not reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in have a Material Adverse Effect with respect to New Gold and (iii) written notice except as disclosed by New Gold in the New Gold Public Disclosure Documents, neither New Gold nor any of a violationits Subsidiaries has received from any person or Governmental Entity any notice, citationformal or informal, of any proceeding, action or other administrative order from a Governmental Authority claim, Liability or potential Liability arising under any Environmental Law that could reasonably be expected to result in a Material Adverse Effectis pending as of the date hereof.

Environmental. Each Loan Party willExcept as described on Schedule 3.06: (i) to the Knowledge of Seller, and will cause each the Real Property is in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets, taken as a whole; (ii) Seller has not received written notification within the three-year period preceding the date of its Subsidiaries this Agreement from any Governmental Entity with respect to any current material violations of or liability under any Environmental Laws concerning the Purchased Assets; (excluding iii) to the Excluded EntitiesKnowledge of Seller, there are no claims, actions, suits or Legal Proceedings pending or threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the Purchased Assets; (iv) to, (a) Keep any property either owned to the Knowledge of Seller, there has been no Release or operated by any Loan Party threatened Release at, on, under or its Subsidiaries (excluding from the Excluded Entities) free Purchased Assets of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, Hazardous Materials except such non-compliance that, individually or in the aggregate, could matters as would not reasonably be expected to result in have a Material Adverse Effect, material adverse effect on the Purchased Assets, taken as a whole; (cv) Promptly notify Administrative Agent to the Knowledge of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from Seller, there are no facts or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, circumstances that could reasonably be expected to result in the imposition of liability pursuant to Environmental Law upon Buyer with respect to the Purchased Assets, except such matters as would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Purchased Assets, taken as a whole; (vi) Seller has provided to Buyer copies of the reports and investigations within its possession or control regarding the environmental condition of the Purchased Assets that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and complete list of all material Environmental Permits pertaining to the Project; (viii) Seller currently has all material Environmental Permits that are required for the operation of the Project as presently operated, all of which are in full force and effect; and (iiiix) to the Knowledge of Seller (a) Seller is not in violation of any terms or conditions of any such Environmental Permit, other than any such violation, breach or default that would not reasonably be expected to have a material adverse effect on Seller, the Project or the Purchased Assets, (b) no written notice of a violationpending violation of any material Environmental Permit has been received by Seller, citationand (c) no proceeding is pending or threatened to revoke, prevent the renewal of, or other administrative order from a Governmental Authority that could reasonably be expected limit any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to result in a Material Adverse EffectEnvironmental Laws, Environmental Conditions and Environmental Permits.

Environmental. (a) Each Loan Party willshall (i) keep the Real Property free of any Environmental Liens; (ii) comply, and will take all commercially reasonable efforts to cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep all tenants and other Persons who may come upon any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any it to comply, with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, Laws in all material respects, with Environmental Laws respects and provide to Administrative Collateral Agent any documentation of such compliance which Administrative Collateral Agent or any Lender may reasonably requestsrequest; (iii) maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws; (iv) take all efforts to prevent any unpermitted Release of Hazardous Materials on, except such non-compliance thatat, individually under or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of migrating from any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Party; (v) undertake or its Subsidiaries (excluding the Excluded Entities) which could reasonably cause to be expected to result in a Material Adverse Effect, undertaken any and take any all Remedial Actions required in response to ▇▇▇▇▇ said release any Environmental Claim, Release of Hazardous Materials or otherwise to come into compliance with applicable violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of Required Lenders, provide the Agents all data, information and reports generated in connection therewith. (db) Promptly, Each Loan Party shall promptly (but in any event within ten five (105) Business Days Days) (i) notify the Agents in writing (A) if it knows, suspects or believes there may be a Release or threatened Release of Hazardous Materials in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from any part of the Real Property or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest or concerning any Real Property, (C) of any material failure to comply with Environmental Law at any Real Property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (D) any Loan Party's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Collateral Agent in relation to any matter pursuant to this Section 6.9(b). (c) At any time that an Event of Default relating to an environmental matter has occurred and is continuing, Collateral Agent or its receipt thereofrepresentative shall have the right but not the duty, provide Administrative during normal business hours, upon reasonable prior notice to the Loan Parties, to enter and visit any Real Property for the purposes of observing the Real Property, taking and removing soil or groundwater samples and conducting investigations, audits and tests on any part of the Real Property, at the sole cost and expense of the Loan Parties, provided that Collateral Agent shall not have any duty to visit or observe the Real Property or to conduct investigations, audits or tests. The Loan Parties acknowledge that in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of itself (i) be a representation that Hazardous Materials are or are not present at, in, on, under or from the Real Property, or that there has been or will be compliance of any kind with written notice any Environmental Law, or (ii) otherwise make any Agent or any Lender an owner or operator of any of the following: (i) notice that an Real Property so as to impact any lender liability protections available under Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaws.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatExcept for matters that would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Parent: (i) Parent and its Subsidiaries have complied at all times with all applicable Environmental Laws and all Parent Permits issued pursuant to Environmental Laws, (ii) to the Knowledge of Parent, no property currently owned or operated by Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) contains or is contaminated with any Hazardous Substance of a type or quantity which would reasonably be expected to require remediation pursuant to any Environmental Law, (iii) to the Knowledge of Parent, no property formerly owned or operated by Parent or any of its Subsidiaries contained or was contaminated with any Hazardous Substance during or prior to such period of ownership or operation of a type or quantity which would reasonably be expected to require remediation pursuant to any Environmental Law, (iv) none of Parent or any of its Subsidiaries is liable for any Hazardous Substance release, disposal or contamination on any third party property, (v) neither Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that Parent or any of its Subsidiaries is or may be in violation of or subject to liability under any Environmental Law (including claims of exposure, personal injury or property damage), (vi) neither Parent nor any of its Subsidiaries is party to any proceeding, or subject to any order, decree, injunction, indemnity or other agreement with any Governmental Entity or any third party resolving or relating to violations of or liability under any Environmental Law or liability with respect to Hazardous Substances and (vii) there are no other circumstances or conditions involving Parent or any of its Subsidiaries, or their respective properties or operations, including, to the Knowledge of Parent, any pending Environmental Law, that would reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent any claim, liability, investigation, increased costs to comply or restriction on the operation, ownership, use, or transfer of any release of which property or operation pursuant to any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Except as would not reasonably be expected to have a Material Adverse Effect, (i) the operations, products and properties of Parent and each Subsidiary comply in all respects with all applicable Environmental Laws and Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has been fully and finally resolved without ongoing obligations or costs, and (iii) no facts, circumstances or conditions exist that (x) could form or have formed the basis of an Environmental Claim against or liability under Environmental Law of Parent or any Subsidiary or involving any of their current or former properties or (y) could cause or have caused any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (b) In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) none of the properties currently or formerly owned or operated by Parent or any Subsidiary is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property either currently owned or operated by Parent or any Subsidiary, to the best of its knowledge, on any property formerly owned or operated by Parent or any Subsidiary; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party Parent or its Subsidiaries any Subsidiary; and (excluding iii) Hazardous Materials have not been Released on, at or from any property currently or formerly owned or operated by Parent or any Subsidiary or at any property where Parent or any Subsidiary has disposed of, transported or arranged for the Excluded Entitiesdisposal or transport of any wastes. (c) free In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Parent nor any Subsidiary is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Liens Law; (ii) all Hazardous Materials generated, used, treated, handled or post bonds stored at, or other financial assurances sufficient transported to satisfy the obligations or liability evidenced from, any property currently or formerly owned or operated by such Environmental Liens, (b) Comply, Parent or any Subsidiary have been disposed of in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could a manner that would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of liability to Parent or any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect Subsidiary and (iii) written notice of a violationneither Parent nor any Subsidiary is otherwise subject to any order, citationdecree, judgment, settlement agreement or, whether contingent or other administrative order from a Governmental Authority that could reasonably be expected otherwise, liability under or relating to result in a Material Adverse Effectany Environmental Law.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, , (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (b) Comply, in all material respects, Comply with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-any non- compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, , (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding that individually or in the Excluded Entities) which aggregate, could reasonably be expected to result in a Material Adverse Effectliability to the Parent and/or any of its Subsidiaries of $10,000,000 or more, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and and (d) Promptly, but in any event within ten (10) 10 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect the imposition of Environmental Liabilities with respect to such Environmental Action in excess of $1,000,000, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectregarding any liability of the Parent and/or its Subsidiaries of $10,000,000 or more.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Except as would not reasonably be expected to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thathave, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, since February 16, 2017: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been received by any Company Party and take there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of the Company, threatened in each case which allege a violation of liability under any Remedial Actions required Environmental Laws, in each case relating to ▇▇▇▇▇ said release any Company Party and that have not been settled or otherwise resolved, (b) each Company Party has all environmental permits, licenses and other approvals, and has maintained all financial assurances, necessary for its operations to come into comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental LawLaws, and (dc) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any to the Knowledge of the following: (i) notice that an Environmental Lien Company, since February 16, 2017, no Hazardous Material has been filed against released at, on or under any of the real property currently owned, operated or personal property of leased by any Company Party in a Loan Party manner or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action circumstance or written notice condition that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could would reasonably be expected to result give rise to any cost, liability or obligation of any Company Party under any Environmental Laws, (d) to the Knowledge of the Company, since February 16, 2017, no Hazardous Material has been generated, owned, treated, stored, handled or controlled by any Company Party or transported by any Company Party to or released by any Company Party at any location in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority manner that could would reasonably be expected to result give rise to any cost, liability or obligation of any Company Party under any Environmental Laws, (e) except for leases of the Leased Real Property, there are no written agreements in a Material Adverse Effectwhich any Company Party has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Laws, which in any such case has not been filed or posted by the Company as Company Information or made available to the Backstop Parties prior to the date hereof, and (f) to the Knowledge of the Company, no Company Party has entered into any consent decree, settlement or other agreement with any governmental entity or is subject to any order issued by any governmental entity relating to any Environmental Laws or Hazardous Materials.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,Except as disclosed by New Gold: (ai) Keep any property either owned or The New Gold Properties have been operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any in compliance with all applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except to the extent that a failure to be in such non-compliance thatcompliance, individually or in the aggregate, could would not reasonably be expected to result in have a Material Adverse Effect,Effect on New Gold. (cii) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a The New Gold Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Material Substances, except in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding compliance in all material respects with all Environmental Laws and except to the Excluded Entities) which could extent that such non-compliance would not reasonably be expected to result in have a Material Adverse EffectEffect on New Gold. Neither New Gold, nor, to the knowledge of New Gold, any other person in control of any New Gold Property, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the New Gold Properties have been handled, recycled, disposed of, treated and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into stored in material compliance with applicable all Environmental LawLaws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, andthere are no Hazardous Substances at, in, on, under or migrating from any New Gold Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. (diii) PromptlyNeither New Gold nor any other person for whose actions New Gold may be partially or wholly liable, but in any event within ten (10) Business Days of its receipt thereofhas treated or disposed, provide Administrative Agent with written notice or arranged for the treatment or disposal, of any of the followingHazardous Substances at any location: (i) notice that an Environmental Lien has been filed against listed on any list of the real hazardous sites or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), sites requiring Remedial Action issued by any Governmental Entity; (ii) commencement to the knowledge of New Gold, proposed for listing on any Environmental list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against New Gold. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold is listed or, to the knowledge of New Gold, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or written notice is the subject of Remedial Action. (iv) Except to the extent that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could would not reasonably be expected to result in have a Material Adverse Effect and on New Gold, neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the New Gold Properties in such a manner as: (iiii) written notice would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would be reasonably likely to result in imposition of a violationlien, citation, charge or other administrative order from a Governmental Authority encumbrance or the expropriation on any of the New Gold Properties or the assets of New Gold. (v) Except to the extent that could would not reasonably be expected to result in have a Material Adverse EffectEffect with respect to New Gold and except as disclosed by New Gold, New Gold has not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

Environmental. Each Loan Party will(a) Deliver to the Collateral Agent: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to,or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (aii) Keep promptly upon a Responsible Officer of any property either owned Credit Party or operated any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws (B) any remedial action taken by any Loan Credit Party or its Subsidiaries any other Person in response to (excluding x) any Hazardous Materials Activities, the Excluded Entitiesexistence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse EffectChange, and take (C) any Remedial Actions Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to ▇▇▇▇▇ said release be reported to any federal, state, local or otherwise foreign governmental or regulatory agency (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to come into compliance with applicable Environmental Law, andresult in a Material Adverse Change; (div) Promptlyprompt written notice describing in reasonable detail (A) any proposed acquisition of stock, but in assets, or property by Borrower or any event within ten (10) Business Days of its receipt thereofSubsidiaries that, provide Administrative Agent with written notice of individually or in the aggregate, could reasonably be expected to (x) expose Borrower or any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)to, (ii) commencement of any or result in, Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations and (iiiB) written notice any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or taken together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other administrative order documents and information as from a Governmental Authority that time to time may be reasonably requested by the Collateral Agent in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of a Loan Party free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (bii) Complycomply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ciii) Promptly promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in of any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in any Subsidiary of a Material Adverse Effect, Loan Party and take and complete any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and and permit Collateral Agent (dat the direction of Agent) Promptlyto participate in the resolution thereof if so requested by Collateral Agent, in accordance with subsection (b) below, (iv) promptly, but in any event within ten (10) Business Days 5 days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Loan Party, (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Loan Party, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iiiC) written notice of a violation, citation, or other administrative order from a Governmental Authority that which reasonably could reasonably be expected to result in a Material Adverse EffectChange. (b) Collateral Agent may join and participate in, as a party if the Collateral Agent so determines, any legal or administrative proceeding or action concerning the Real Property or any portion thereof under any Environmental Law, if, in the Agent's reasonable judgment, the interests of the Lenders shall not be adequately protected by Borrowers; provided, however, that the Collateral Agent shall not participate in day-to-day decision making with respect to environmental compliance. Borrowers shall pay or reimburse Agent and/or Collateral Agent on demand for all reasonable sums advanced and reasonable expenses incurred (including reasonable attorneys' fees and disbursements but excluding internal overhead, administrative and similar costs of the Lenders) by the Lenders in connection with any such action or proceeding. (c) Upon reasonable prior written notice and at the direction of Agent, the Collateral Agent shall have the right, except as otherwise provided under Leases, at all reasonable times during normal business hours to enter upon and inspect all or any portion of the Real Property, provided that such inspections shall not unreasonably interfere with the operation or the tenants, residents or occupants of the Real Property. The inspection rights granted to the Collateral Agent in this subsection shall be in addition to, and not in limitation of, any other inspection rights granted to the Agent in this Agreement, and shall expressly include the right (if the Agent reasonably suspects that Remedial Action may be required) to conduct soil borings, establish ground water monitoring ▇▇▇▇▇ and conduct other customary environmental test, assessments and audits.

Environmental. Each Loan Party will(i) Keep the Real Estate free of any Environmental Lien; (ii) Obtain, maintain and preserve, and will cause each of its Subsidiaries (excluding to maintain and preserve, and take all necessary action to timely renew, all Environmental Permits that are necessary or useful in the Excluded Entities) to,proper conduct of its business, and comply, and cause each of its Subsidiaries to comply, with all Environmental Laws and Environmental Permits, except to the extent the failure to so obtain, maintain, preserve or comply could not reasonably be expected to result in a material Environmental Claim or Environmental Liability; (aiii) Keep Take all commercially reasonable steps to prevent any Release of Hazardous Materials in violation of any Environmental Law or Environmental Permit at, on, under or from any property either owned owned, leased or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which that could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable material Environmental Law, andLiabilities; (div) Promptly, but in any event Provide the Collateral Agent with written notice within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice days of any of the following: (iA) discovery of any Release of a Hazardous Material or environmental condition at, on, under or from any property currently or formerly owned, leased or operated by any Loan Party, Subsidiary or predecessor in interest or any violation of Environmental Law or Environmental Permit that in any case could reasonably be expected to result in any material Environmental Claim or Environmental Liability; (B) notice that an Environmental Lien has been filed against any Collateral; or (C) a material Environmental Claim or Environmental Liabilities; and provide such reports, documents and information as the Collateral Agent may reasonably request from time to time with respect to any of the real foregoing. In addition to the foregoing, at any time after an Event of Default shall have occurred hereunder, the Collateral Agent may at its election (and will at the request of the Required Lenders) obtain, and the Loan Parties shall assist in the Collateral Agent obtaining, such environmental assessments of any or personal property all of the Collateral Properties prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at any such Collateral Property in a Loan Party quantity or its Subsidiaries (excluding condition that is required to be contained, corrected or otherwise remediated by the Excluded Entities), owner or operator of the Collateral Property pursuant to applicable Environmental Laws and (ii) commencement whether the use and operation of any such Collateral Property complies with all Environmental Action Laws to the extent required by the Loan Documents. Additionally, at any time that the Collateral Agent or written notice the Required Lenders shall have reasonable and objective grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred at or from any Collateral Property which the owner or operator of such property would be obligated to contain, correct or otherwise remediate pursuant to applicable Environmental Laws, or that any of the Collateral Property is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of the Collateral Agent obtain and deliver to the Collateral Agent such environmental assessments of such Collateral Property prepared by an Environmental Action will Engineer as may be filed against a Loan Party reasonably necessary or its Subsidiaries advisable for the purpose of evaluating or confirming (excluding i) whether any Hazardous Substances are present in the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect soil or water at such Collateral Property and (iiiii) written notice whether the use and operation of such Collateral Property complies with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Collateral Property including, without limitation, any and all storage areas, storage tanks, drains, dry ▇▇▇▇▇ and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a violation, citation, or other administrative order from a Governmental Authority that could reasonably complete determination of the compliance of such Collateral Property and the use and operation thereof with all applicable Environmental Laws. All reasonable expenses of environmental assessments contemplated hereby shall be expected to result in a Material Adverse Effectat the sole cost and expense of the Borrower.

Environmental. Each Loan Party will(i) Take all commercially reasonable steps to keep the Collateral free of any Environmental Lien (other than a Permitted Lien); (ii) Obtain, maintain and preserve, and will cause each of its Subsidiaries (excluding to obtain, maintain and preserve, and take all necessary action to timely renew, all Environmental Permits that are required by Environmental Law for its business, and comply, and cause each of its Subsidiaries to comply, with all Environmental Laws and Environmental Permits, except to the Excluded Entities) to,extent the failure to so obtain, maintain, preserve, renew or comply could not reasonably be expected to have a Material Adverse Effect; (aiii) Keep Take all commercially reasonable steps to prevent any Release of Hazardous Materials in violation of any Environmental Law or Environmental Permit at, on, under or from any property either owned owned, leased or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect; (iv) Provide the Collateral Agent with written notice within 20 Business Days of obtaining actual knowledge of any of the following: (A) an unpermitted Release of a Hazardous Material by any Loan Party or Subsidiary at, on, under or from any property currently owned, leased or operated by any Loan Party or Subsidiary or any violation of Environmental Law or Environmental Permit that in any case for each Release or violation could reasonably be expected to result in a Material Adverse Effect; (B) receipt of written notice that an Environmental Lien has been filed against any Collateral; or (C) receipt of written notice of an Environmental Claim that could reasonably be expected to result in a Material Adverse Effect; and provide such unprivileged reports and documents as the Collateral Agent may reasonably request from time to time with respect to any of the foregoing.

Environmental. Each Loan Party will(a) Deliver to the Collateral Agent: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep or by independent consultants, governmental authorities or any property either owned other Persons, with respect to significant environmental matters at any Facility or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of with respect to any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse EffectChange; (ii) promptly upon a Responsible Officer of any Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any remedial action taken by (or on behalf of) any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and take (C) any Remedial Actions Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to ▇▇▇▇▇ said release be reported to any federal, state, local or otherwise foreign governmental or regulatory agency that, individually or in the aggregate, could reasonably be expected to come into compliance with applicable Environmental Lawresult in a Material Adverse Change, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; and (div) Promptlyprompt written notice describing in reasonable detail (A) any proposed acquisition of stock, but in assets, or property by Borrower or any event within ten (10) Business Days of its receipt thereofSubsidiaries that, provide Administrative Agent with written notice individually or in the aggregate, could reasonably be expected to affect the ability of Borrower or any of the following: its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iB) notice that an Environmental Lien has been filed against any proposed action to be taken by Borrower or any of the real or personal property of a Loan Party or its Subsidiaries to modify current operations, in each case of sub-clause (excluding the Excluded Entities)A) and (B) above, (ii) commencement that, individually or taken together with any other such proposed acquisitions or actions, expose Borrower or any of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)to, in either caseor result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect Change. (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (iiii) written notice cure any violation of a violationapplicable Environmental Laws by Borrower or any of its Subsidiaries that, citationindividually or in the aggregate, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, all facilities and property either owned owned, leased or operated by the Borrower or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Restricted Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,Laws. (b) ComplyThere are no pending or threatened (in writing): (i) Environmental Claims received by the Borrower or any of its Restricted Subsidiaries, or (ii) written claims, complaints, notices or inquiries received by the Borrower or any of its Restricted Subsidiaries regarding Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) There have been no Releases of Hazardous Materials at, on, under or from any property or facility now or, to any Loan Party’s knowledge, previously owned, leased or operated by the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. (d) The Borrower and its Restricted Subsidiaries have obtained and are in compliance with all material respectsEnvironmental Permits necessary for their operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits and except for any such failure to obtain, comply, or maintain in effect which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) No property now or, to any Loan Party’s knowledge previously, owned, leased or operated by the Borrower or any of its Restricted Subsidiaries is listed or, to any Loan Party’s knowledge, proposed (with respect to owned property only) for listing (i) on the National Priorities List pursuant to CERCLA or (ii) on the CERCLIS or on any similar list of sites requiring investigation or clean-up, which, in each of the foregoing cases, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any property now or, to any Loan Party’s knowledge previously, owned or leased by the Borrower or any of its Restricted Subsidiaries that could result in liabilities under Environmental Law which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) Neither the Borrower nor any of its Restricted Subsidiaries has transported or arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar list or which transportation could reasonably be expected to lead to any Environmental Claim against the Borrower or such Restricted Subsidiary which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) Except for Permitted Liens, no Liens have been recorded pursuant to any Environmental Law with respect to any property or other assets currently owned or leased by the Borrower or its Restricted Subsidiaries. (i) Neither the Borrower nor any of its Restricted Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, nor has any of the Loan Parties or any of their respective Restricted Subsidiaries assumed by contract, agreement or operation of law, any Remedial Action or other obligation under Environmental Law, the cost of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There are no polychlorinated biphenyls or friable asbestos present at any property or facility owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (k) No Person with an indemnity or contribution obligation to the Borrower and its Restricted Subsidiaries relating to compliance with or liability under Environmental Laws and provide is in default with respect to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsobligation, except such non-compliance defaults that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (cl) Promptly notify Administrative Agent To the knowledge of any release Loan Party, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of which any Loan Party Hazardous Substance, that could form the basis of any Environmental Claim against the Borrower or any of its Restricted Subsidiaries or against any Person whose liability for any Environmental Claim the Borrower or any of its Restricted Subsidiaries has knowledge retained or assumed either contractually or by operation of a Hazardous Material law, or otherwise result in any reportable quantity from costs or onto property owned liabilities under Environmental Law, which Environmental Claim, costs or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which liabilities could reasonably be expected to result in have a Material Adverse Effect, . (m) The Borrower and take any Remedial Actions required its Restricted Subsidiaries have made available to ▇▇▇▇▇ said release or otherwise to come into the Lenders information and documents concerning compliance with applicable or potential liability under Environmental LawLaws, and (d) Promptlyincluding those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, but operated, leased or used by the Borrower and its Restricted Subsidiaries sufficient to enable a fair and accurate review and assessment of such matters which, individually or in any event within ten (10) Business Days of its receipt thereofthe aggregate, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Except as set forth on Schedule 3.16, LD 11 is and has been in compliance with all applicable Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,Laws. (b) ComplyExcept as set forth on Schedule 3.16, LD 11 has obtained, has complied with, and is in compliance with all material respects, with Environmental Permits that are required pursuant to Environmental Laws for the occupation of its Assets and provide to Administrative Agent documentation the operation of the business, and all such compliance which Administrative Agent reasonably requestsEnvironmental Permits are in full force and effect, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,free from material breach. (c) Promptly notify Administrative Agent of Except as set forth on Schedule 3.16, there are no suits, claims or proceedings pending or, to Fund E’s knowledge, threatened against LD 11 or the Assets alleging any release of which violation of, or liability under, any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andEnvironmental Permit or any indemnity obligations for which the Partnership or any of its Affiliates will be responsible or liable after Closing. (d) PromptlyExcept as set forth on Schedule 3.16, but in LD 11 is not, and none of the Assets are, subject to any event within ten (10) Business Days of its receipt thereofdecree, provide Administrative Agent with written notice order or judgment requiring the investigation or cleanup of any of Hazardous Substance under any Environmental Law or Environmental Permit at any real property or facility currently or formerly owned by LD 11 (or in which LD 11 owns or owned an interest), or included in the following: Assets. (e) Except as set forth on Schedule 3.16, to Fund E’s and LD 11’s knowledge, there is not now, and there has not been, any Hazardous Substance (i) notice that an used, generated, treated, stored, transported, disposed of, released, or handled on any owned, leased or easement property owned (now or at any time) by LD 11 or included in the Assets except in full compliance with Environmental Lien has been filed against any of the real Law and Environmental Permits or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement otherwise existing on, under, about or emanating from or to any property included in the Assets except in full compliance with Environmental Law and Environmental Permits. (f) The transactions contemplated hereby will not result in any material liabilities for site investigation or cleanup, or require the consent of any Person, pursuant to the New Jersey Industrial Site Recovery Act. (g) Except as set forth on Schedule 3.16, neither LD 11 nor Fund E has, either expressly or by operation of law, assumed or undertaken any material liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaws.

Environmental. Each (a) Neither any Loan Party will, and will cause each nor any of its Subsidiaries (excluding the Excluded Entitiesi) is subject to,, or has received notice of, any material Environmental Claim, (ii) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (iii) has released, generated, used, treated, handled or stored any Hazardous Materials in a manner or at a location reasonably likely to result in any Environmental Liability or (iv) has become subject to any Environmental Liability, in each case, that could reasonably be expected to have a Material Adverse Effect. (ab) Keep any property either None of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries (excluding is listed or proposed for listing on the Excluded Entities) free of NPL or on the CERCLIS or any Environmental Liens analogous foreign, state or post bonds local list or other financial assurances sufficient is adjacent to satisfy the obligations any such property, and no Hazardous Materials have been released at, on or liability evidenced by from, or are present on, any such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result property in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could manner reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect. (c) Neither any Loan Party nor any of its Subsidiaries is conducting or otherwise responsible for, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored either by any Loan Party or any of its Subsidiaries or at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in a Material Adverse Effect.

Environmental. Each Loan Party willExcept as disclosed in any Camden SEC Report, and will cause each any Phase I Environmental Site Assessment prepared by or for the benefit of its Subsidiaries (excluding Camden, or in Section 6.12 of the Excluded Entities) to,Disclosure Schedule: (a) Keep To the knowledge of Camden, each of Camden and its subsidiaries, any Participation Facilities and any property either owned in which Camden or operated any of its subsidiaries holds a security interest, and where required by any the context, the Loan Party Properties, are, and have been, in material compliance with all applicable environmental laws and with all rules, regulations, standards and requirements of the EPA and of state and local agencies with jurisdiction over pollution or its Subsidiaries (excluding protection of the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,environment. (b) ComplyThere is no suit, claim, action or proceeding pending or, to the knowledge of Camden and its subsidiaries, threatened, before any Governmental Entity or other forum in all material respectswhich Camden or any of its subsidiaries or, to the knowledge of Camden, any Participation Facility has been or, with Environmental Laws and provide respect to Administrative Agent documentation threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of such compliance which Administrative Agent reasonably requestsany Hazardous Materials or Oil whether or not occurring at or on a site owned, leased or operated by Camden or any of its subsidiaries or any Participation Facility, except as have not been or would not be material. (c) To the knowledge of Camden, there is no suit, claim, action or proceeding pending or threatened, before any Governmental Entity or other forum in which any Loan Property has been or, with respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of any Hazardous Material or Oil whether or not occurring at or on a site owned, leased or operated by a Loan Property, except as have not been or would not be material. (d) Neither Camden nor any of its subsidiaries, nor to their knowledge any Participation Facility or any Loan Property, has received any notice regarding a matter on which a suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be based. No facts or circumstances have come to Camden s nor any of its subsidiaries attention which have caused it to believe that a material suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be expected to occur. (e) To the knowledge of Camden, during the period of (i) Camden s and its subsidiaries ownership or operation of any of their respective current properties, (ii) Camden s and its subsidiaries participation in the management of any Participation Facility, or (iii) Camden s and its subsidiaries holding of a security interest in a Loan Property, there has been no release or presence of Hazardous Material or Oil in, on, under or affecting such non-compliance thatproperty of Camden or such Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in the aggregate, could not reasonably be expected material. To the knowledge of Camden and its subsidiaries, prior to result in a Material Adverse Effect, the period of (c) Promptly notify Administrative Agent Camden s and its subsidiaries ownership or operation of any release of which their respective current properties or any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property previously owned or operated by properties, (y) Camden s and its subsidiaries participation in the management of any Loan Party Participation Facility, or (z) Camden s and its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result subsidiaries holding of a security interest in a Material Adverse EffectLoan Property, and take any Remedial Actions required to ▇▇▇▇▇ said there was no release or otherwise to come into compliance with applicable Environmental Lawpresence of Hazardous Material or Oil in, and (d) Promptlyon, but under or affecting any such property, Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in any event within ten (10) Business Days of its receipt thereofthe aggregate, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectmaterial.

Environmental. Each Loan Party willExcept as disclosed on Schedule 8.1(u), and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, Borrower and each Material Subsidiary is in compliance in all material respectsrespects with, with has not violated, has not done or suffered any act which could give rise to liability under, and is not otherwise exposed to any liability under, any Requirements of Environmental Laws Law. Except as disclosed on Schedule 8.1(u), neither the Borrower nor any Material Subsidiary has received any notice, claim, demand, suit, or request for information of any kind from any Governmental Authority or private entity of any failure or alleged failure to comply with, or any liability or alleged liability under, any Requirement of Environmental Law which would reasonably be expected to have a Material Adverse Effect, nor, to the best knowledge of the Borrower, has any other entity whose liability therefor, in whole or in part, may be attributed to the Borrower or any Material Subsidiary, received such notice, claim, demand, suit, or request for information except as disclosed on Schedule 8.1(u). Neither the Borrower nor any Material Subsidiary has notified any Governmental Authority under any Requirement of Environmental Law regarding the presence or suspected presence at, on, above, beneath, near, or within its property or the release by it in any way of any substance which may require treatment or remediation of any kind under any Requirement of Environmental Law except as disclosed on Schedule 8.1(u) and provide except to Administrative Agent documentation of such compliance which Administrative Agent reasonably requeststhe extent that the same, except such non-compliance that, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, (c. Except as disclosed on Schedule 8.1(u) Promptly notify Administrative Agent of any release and except for substances the existence of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could not reasonably be expected to result in have a Material Adverse Effect, and take there exists no substance at, on, above, beneath, near, or within any Remedial Actions facilities, properties previously used for the disposal of waste, or lands owned or operated by the Borrower or any Material Subsidiary or any entity whose liability in whole or in part may be attributed to such party or Material Subsidiary thereof the investigation, clean-up, removal, or remediation of which may be required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable under any Requirement of Environmental Law, and (d. Except as disclosed on Schedule 8.1(u) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that and except for those which could not reasonably be expected to result in have a Material Adverse Effect and (iii) written notice of a violationEffect, citationneither the Borrower nor any Material Subsidiary is subject to any agreements, consent orders, licences, permits, or other administrative order from a final orders or directives of any applicable Governmental Authority which relates to or has arisen from any Requirement of Environmental Law. Without limiting the foregoing, the information contained in the documents and instruments referred to in Schedule 8.1(u) with respect to any matter that does not pertain to the LaRonde Mine, could not reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Borrowerany Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens (other than Permitted Liens) or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, comply with Environmental Laws and provide except where the failure to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatdo so could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, and provide to Agent documentation of such compliance, if applicable, which Agent reasonably requests, (c) Promptly promptly notify Administrative Agent of any release of which any Loan Party Borrower has actual knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Borrowerany Loan Party or its Restricted Subsidiaries (excluding which could, individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse EffectChange, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptlypromptly, but in any event within ten (10) 10 Business Days of its receipt thereofthereof (or such longer period as may be permitted by Agent in its sole discretion), provide Administrative Agent with written notice of any of the followingfollowing which could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Borrowera Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Borrowera Loan Party or its Subsidiaries Restricted Subsidiaries, and (excluding iii) notice of aan environmental violation, citation, or other administrative order which could, individually or in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectChange.

Environmental. Each Loan Party will(a) Deliver to the Collateral Agent: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep or by independent consultants, governmental authorities or any property either owned other Persons, with respect to any significant environmental matter at any Facility or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of with respect to any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claim that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,Change; (cii) Promptly notify Administrative Agent promptly upon a Responsible Officer of any release Credit Party or any of which any Loan Party has its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by (or on behalf of) any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Hazardous Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (C) any reportable quantity from Credit Party’s discovery of any occurrence or onto condition on any real property owned adjoining or operated in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that, with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Loan Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (excluding iv) prompt written notice describing in reasonable detail of (A) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that, individually or in the Excluded Entitiesaggregate, could reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims which could reasonably be expected to result in a Material Adverse EffectChange or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and take (B) any Remedial Actions required proposed action to ▇▇▇▇▇ said release be taken by Borrower or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)to modify current operations, in either caseeach case of sub-clause (A) and (B) above, that that, individually or taken together with any other such proposed acquisitions or actions, could reasonably be expected to result in a Material Adverse Effect Change; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Collateral Agent in relation to any matters disclosed pursuant to this Section 5.15(a). (iiib) written notice Each Credit Party shall, and shall cause each of a violationits Subsidiaries to, citationpromptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or other administrative order from a Governmental Authority that in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, (i) Lessee and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, are in compliance with all material respects, with applicable Environmental Laws and provide Environmental Permits, and to Administrative Agent documentation of Lessee's knowledge, no circumstances exist that would prevent or interfere with such compliance which Administrative Agent reasonably requestsduring the term of the Lease, except to the extent that any such non-compliance thatcompliance, individually or in the aggregate, could would not reasonably be expected to result in have a Material Adverse Effect,; (cii) Promptly notify Administrative Agent Lessee and its Subsidiaries have obtained all Environmental Permits required for the occupancy and operation of their property, equipment, and facility, except to the extent that any such failure to obtain such Environmental Permits, individually or in the aggregate, would not have a Material Adverse Effect; (iii) there are no past, pending, or threatened Environmental Claims against Lessee or its Subsidiaries, and Lessee is not aware of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from facts or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) circumstances which could reasonably be expected to result form the basis for any Environmental Claim against Lessee or its Subsidiaries, except to the extent that any such Environmental Claims if adversely decided, individually or in the aggregate, would not have a Material Adverse Effect; (iv) except as expressly set forth in the Environmental Audit and on Exhibit R, no Hazardous Materials are present, no Releases of Hazardous Materials have occurred at, from, in, on, under, to, or adjacent to the Property during such time as Lessee has been in possession of the Property, and take any Remedial Actions required to ▇▇▇▇▇ said release Lessee's knowledge, no Releases of Hazardous Materials have ever occurred at, from, in, on, under, to, or otherwise adjacent to come into compliance with applicable Environmental Law, andthe Property; (dv) PromptlyLessee and its Subsidiaries have not transported, but in any event within ten (10) Business Days of its receipt thereofdisposed of, provide Administrative Agent with written notice or arranged for the treatment, storage, handling or disposal of any of the following: (i) notice that Hazardous Materials at any off-site location which is an Environmental Lien has been filed against any of the real Cleanup Site; (vi) No facility or personal property of a Loan Party now owned, operated or leased by Lessee or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action is or written notice that was previously an Environmental Action will be filed against a Loan Party Cleanup Site; and no facility or property previously owned, operated or leased by Lessee or its Subsidiaries was an Environmental Cleanup Site during the time of Lessee's ownership. (excluding the Excluded Entities)vii) There are no Liens arising under or pursuant to Environmental Law on any property, in either casefacility, or equipment currently owned, operated or leased by Lessee or its Subsidiaries, and there are no facts, circumstances or conditions that could reasonably be expected to result in the imposition of such a Material Adverse Effect Lien; and (viii) Costs of compliance with applicable Environmental Laws and (iii) written notice of a violationEnvironmental Permits in connection with the Property or Lessee's or its Subsidiaries' operations, citation, or other administrative order from a Governmental Authority that could reasonably be are not expected to result in a Material Adverse Effectmaterially increase during the term of this Lease.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000, or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (b) Comply, in all material respects, comply with Environmental Laws and provide where any such failure to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatcomply could, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, liability to Borrower or any of its Subsidiaries in excess of $500,000 and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding which could, individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, liability to Borrower or any of its Subsidiaries in excess of $500,000 and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and and (d) Promptlypromptly, but in any event within ten (10) Business Days 5 days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice - 84 - that an Environmental Lien which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000 has been filed against any of the real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that which reasonably could reasonably be expected to result in a Material Adverse EffectChange.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could Except as would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in have a Material Adverse Effect, the operations and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into properties of each Borrower and comply in all respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with applicable such Environmental LawLaws and Environmental Permits has been resolved without ongoing obligations or costs, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: and no circumstances exist that would be reasonably likely to (i) notice that an Environmental Lien has been filed against any form the basis of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party any Borrower or its Subsidiaries (excluding the Excluded Entities), in either case, their properties that could reasonably be expected to result in have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (b) In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) none of the properties currently or formerly owned or operated by any Borrower is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Borrower, to the best of its knowledge, on any property formerly owned or operated by any Borrower; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Borrower; and (iii) written notice Hazardous Materials have not been released, discharged or disposed of a violation, citation, on any property currently or other administrative order from a Governmental Authority that could formerly owned or operated by any Borrower. (c) In each case except as would not reasonably be expected to result in have a Material Adverse Effect: (i) neither any Borrower is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Borrower have been disposed of in a manner not reasonably expected to result in liability to any Borrower.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding Holdings will deliver to the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation and the Lenders promptly after any officer of Holdings or any Subsidiaries obtains knowledge thereof, notice of the following environmental developments to the extent that such compliance which Administrative Agent reasonably requestsenvironmental developments, except such non-compliance that, either individually or in the aggregatewhen aggregated with all such other environmental developments, could not reasonably be expected to result in a Material Adverse Effect,material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property: (i) any pending or threatened Environmental Claim against Holdings or any Subsidiaries or any Facility; (ii) any Release or threatened Release of Hazardous Materials at, or, from or under, or any other condition or occurrence on, at or affecting, any Facility that could reasonably be expected to cause such Facility to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Holdings or any Subsidiaries of such Facility under any Environmental Law; or (iii) the taking of any response, removal or remedial action to the extent required by any Environmental Law or any Governmental Authority as a result of the Release or threatened Release of any Hazardous Materials on, at, under or from any Facility. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Holdings’ or such Subsidiary’s response thereto. (b) Subject to Section 5.9(d), Holdings will deliver to the Administrative Agent and the Lenders with reasonable promptness, such documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9. (c) Promptly notify Administrative Agent Holdings will (i) comply, and will cause each of the Subsidiaries to comply, with all Environmental Laws and Environmental Permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of any release of which any Loan Party has knowledge of a Hazardous Material Facility, except for such noncompliances as could not, either individually or in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, and take will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Facilities free and clear of any Remedial Actions Liens imposed pursuant to such Environmental Laws, other than Permitted Liens and (ii) conduct any investigation, sampling, containment, removal, response or remedial action or monitoring at any Facility required by Environmental Law or any Governmental Authority or that is otherwise necessary to ▇▇▇▇▇ said release maintain the value, use and marketability of such Facility for industrial purposes or otherwise to come into assess or avoid any material liability under Environmental Laws. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 5.9(a), or (ii) if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, Holdings will prepare and provide to the Administrative Agent an environmental report with respect to any matter disclosed pursuant to Section 5.9(a) or, if an Event of Default has occurred and is continuing, with respect to any Facility (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under any Facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if Holdings does not prepare an Environmental Report or conduct the requested tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to Holdings, retain an environmental consultant, at Holdings’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. Holdings and the Subsidiaries will provide the Administrative Agent and its consultants with access to the Facilities during normal business hours in order to complete any necessary inspections or sampling in accordance with this Section 5.9(d). The Administrative Agent will make commercially reasonable efforts to conduct any such investigations so as to avoid unreasonably interfering with the operation of the Facility. (ii) The exercise of the Administrative Agent’s rights under Section 5.9(d)(i) shall not constitute a waiver of any default by Holdings or the Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit, observation, test or investigation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with applicable any Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written notice authorization, which shall not be unreasonably withheld, neither Holdings nor any other party shall be entitled to rely on any site visit observation, test or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings or any other party against, or to inform Holdings or any other party of, any Hazardous Materials or any other adverse environmental condition affecting any of the following: (i) Facilities. The Administrative Agent may in its reasonable discretion disclose to Holdings or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give Holdings prior notice of such disclosure and afford Holdings the opportunity to object or defend against such disclosure at its own and sole cost; provided, that an Environmental Lien has been filed against any the failure of the real Administrative Agent to give any such notice or personal property of a Loan Party afford Holdings the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Holdings acknowledges that it or its Subsidiaries (excluding may be obligated to notify relevant Governmental Authorities regarding the Excluded Entities), (ii) commencement results of any Environmental Action site visit, observation, testing or written notice investigation by the Administrative Agent and that an Environmental Action will such reporting requirements are site and fact-specific, and are to be filed against evaluated by Holdings without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(d)(ii) shall be construed as releasing the Administrative Agent or the Lenders from any liability resulting from such site visit, observation, testing or investigation to the extent incurred as a Loan Party result of their gross negligence or its Subsidiaries willful misconduct (excluding the Excluded Entities), in either case, that could reasonably be expected to result as determined by a court of competent jurisdiction in a Material Adverse Effect final and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectnon-appealable decision).

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could Except as would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Lien has been filed against any Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all permits required under Environmental Laws to operate the business of the real or personal property of a Loan Party or its Credit Parties and their respective Subsidiaries (excluding the Excluded Entitiesas currently conducted), ; (ii) commencement none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Action Claim or written notice any other liability under any Environmental Law that an Environmental Action will be filed against a Loan Party or its Subsidiaries is pending or, to the knowledge of such Credit Party, threatened in writing; (excluding iii) to the Excluded Entities)knowledge of the Credit Parties, in either case, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to result give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (a) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a Material Adverse Effect and (iii) written notice manner that could reasonably be expected to constitute a material violation of a violation, citation, any applicable Environmental Law or other administrative order from a Governmental Authority that could give rise to an Environmental Claim that could reasonably be expected to result in a Material Adverse Effect. (b) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control.

Environmental. Each Loan Party willThe only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in this Section 5.10, and none of the other representations and warranties contained in this Agreement will cause each be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of its Subsidiaries (excluding or in connection with any of the Excluded Entities) to,foregoing. All such matters are governed exclusively by this Section 5.10. (a) Keep any property either owned or Except as set forth on Schedule 5.10(a)-1, (i) Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated by any Loan Party or its Subsidiaries (excluding and conducted, except with respect to the Excluded Entities) free of failure to possess any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Permits that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Action Permit that, if suspended, revoked or written notice that an Environmental Action will be filed against a Loan Party withdrawn, individually or its Subsidiaries (excluding in the Excluded Entities)aggregate, in either case, that could would not reasonably be expected to result have a Material Adverse Effect. To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect and or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (iii3) years any written notice of a violationnotice, citationreport, or other administrative order from information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a Governmental Authority list of the written notices, reports or information that could Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be expected to result in have a Material Adverse EffectEffect or as set forth on Schedule 5.10(c), (i) there is and 1- LA/917645.9 32 has been no Release from, in, on, or beneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. To Seller’s Knowledge as of the date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and of all Environmental Claims pending or threatened against Seller that are principally related to the Purchased Assets or the Business.

Environmental. Each Loan Party willa. Deliver to the Collateral Agent: i. as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep or by independent consultants, governmental authorities or any property either owned other Persons, with respect to significant environmental matters at any Facility or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of with respect to any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse EffectChange; ii. promptly upon a Responsible Officer of any Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any remedial action taken by (or on behalf of) any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and take (C) any Remedial Actions Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; iii. as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to ▇▇▇▇▇ said release be reported to any federal, state, local or otherwise foreign governmental or regulatory agency that, individually or in the aggregate, could reasonably be expected to come into compliance with applicable Environmental Lawresult in a Material Adverse Change, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; and iv. prompt written notice describing in reasonable detail (dA) Promptlyany proposed acquisition of stock, but in assets, or property by Borrower or any event within ten (10) Business Days of its receipt thereofSubsidiaries that, provide Administrative Agent with written notice individually or in the aggregate, could reasonably be expected to affect the ability of Borrower or any of the following: its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iB) notice that an Environmental Lien has been filed against any proposed action to be taken by Borrower or any of the real or personal property of a Loan Party or its Subsidiaries to modify current operations, in each case of sub-clause (excluding the Excluded Entities)A) and (B) above, (ii) commencement that, individually or taken together with any other such proposed acquisitions or actions, expose Borrower or any of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)to, in either caseor result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect Change. b. Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (iiii) written notice cure any violation of a violationapplicable Environmental Laws by Borrower or any of its Subsidiaries that, citationindividually or in the aggregate, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will(a) Deliver to the Collateral Agent: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Parent or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to any significant environmental matter (for the avoidance doubt, excluding the Excluded Entitiesordinary course ESG assessments) to, (a) Keep at any property either owned Facility or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of with respect to any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance Claim that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,Change; (cii) Promptly notify Administrative Agent promptly upon a Responsible Officer of any release Credit Party or any of which any Loan Party has its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail EXECUTION COPY (A) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by (or on behalf of) any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Hazardous Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (C) any reportable quantity from Credit Party’s discovery of any occurrence or onto condition on any real property owned adjoining or operated in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that, with respect to real property adjoining or in the vicinity of any Facility, neither Parent nor Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Loan Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state, provincial, local or foreign governmental or regulatory agency, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (excluding iv) prompt written notice describing in reasonable detail of (A) any proposed acquisition of stock, assets, or property by Parent or any of its Subsidiaries that, individually or in the Excluded Entitiesaggregate, could reasonably be expected to (x) expose Parent or any of its Subsidiaries to, or result in, Environmental Claims which could reasonably be expected to result in a Material Adverse EffectChange or (y) affect the ability of Parent or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and take (B) any Remedial Actions required proposed action to ▇▇▇▇▇ said release be taken by Parent or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)to modify current operations, in either caseeach case of sub-clause (A) and (B) above, that that, individually or taken together with any other such proposed acquisitions or actions, could reasonably be expected to result in a Material Adverse Effect Change; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Collateral Agent in relation to any matters disclosed pursuant to this Section 5.15(a). (iiib) written notice Each Credit Party shall, and shall cause each of a violationits Subsidiaries to, citationpromptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Parent or any of its Subsidiaries that, individually or other administrative order from a Governmental Authority that in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Parent or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or except for deed restrictions and other financial assurances sufficient institutional controls that are utilized in connection with any mandatory remedial actions at such property; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, respects with Environmental Laws and provide to Administrative the Collateral Agent any documentation of such compliance which Administrative the Collateral Agent may reasonably requestsrequest, except such non-compliance that, individually or in the aggregate, where failure to comply could not reasonably be expected to result in a Material Adverse Effect, ; (ciii) Promptly notify Administrative Agent provide the Agents written notice within 5 days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Loan Party or of its Subsidiaries (excluding and take any Remedial Actions required to a▇▇▇▇ said Release, except for such Releases or Remedial Actions that could not, individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and ; (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, promptly provide Administrative Agent the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan any Credit Party or any of its Subsidiaries Subsidiaries, except for deed restrictions and other institutional controls that are utilized in connection with any mandatory remedial actions at such property; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan any Credit Party or any of its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, except for Environmental Actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order, except for violations, citations, or other administrative orders that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (iiiv) written notice defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of a violation(A) the presence, citationdisposal, release or other administrative threatened release of any Hazardous Materials on any property at any time owned or occupied by any Credit Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (E) any Environmental Action filed against any Agent or any Lender; provided, that none of the Parent or its Subsidiaries shall have any obligations to indemnify any Agent or any Lender to the extent that any of the above results directly from a Governmental Authority that could reasonably be expected to result the gross negligence or willful misconduct of such Agent or Lender as determined in a Material Adverse Effectfinal judgment by a court of competent jurisdiction.

Environmental. Each Loan Party will(i) The operations of the Borrower and its Subsidiaries (including, without limitation, all operations and conditions at or in the Facilities) comply, and will cause for the period within any applicable statute of limitations have complied, in all material respects with all Environmental Laws; (ii) The Borrower and each of its Subsidiaries has obtained all permits under Environmental Laws necessary to their respective operations, and all such permits are in good standing, and the Borrower and each of its Subsidiaries is in compliance with all material terms and conditions of such permits; (excluding iii) Neither the Excluded Entities) to, Borrower nor any of its Subsidiaries has received (a) Keep any property either owned notice or operated by claim to the effect that it is or may be liable to any Loan Party Person as a result of the Release or its Subsidiaries (excluding the Excluded Entities) free threatened Release of any Environmental Liens Hazardous Materials or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complyany letter or request for information under Section 104 of the Comprehensive Environmental Response, in all material respectsCompensation, with and Liability Act (42 U.S.C. ss. 9604) or comparable state laws, and to the best of the Borrower's knowledge, none of the operations of the Borrower or any of its Subsidiaries is the subject of any federal or state investigation evaluating whether any further investigation or remedial action is needed to respond to a Release or threatened Release of any Hazardous Material at any Facility or at any other location; (iv) None of the operations of the Borrower or any of its Subsidiaries is subject to any judicial, administrative, or arbitral 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) The Borrower and provide each of its Subsidiaries and all of their Facilities or operations are not subject to Administrative Agent documentation any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that in each case could reasonably be expected to have a Material Adverse Effect; (vi) To the best knowledge of each Loan Party, neither the Borrower nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Materials by the Borrower or any Subsidiaries of the Borrower that could reasonably be expected to have a Material Adverse Effect; (vii) Neither the Borrower nor any of its Subsidiaries or, to the best of the Borrower's knowledge, any predecessor of the Borrower or any Subsidiaries of the Borrower has filed any notice under any Environmental Law indicating past or present treatment or disposal of Hazardous Materials at any Facility, and none of the Borrower's or any of its Subsidiary's operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent in material violation of any such compliance which Administrative Agent law; (viii) To the best knowledge of each Loan Party, no Hazardous Material exists on, under or about any Facility in a manner that could give rise to an Environmental Claim having a Material Adverse Effect, and neither the Borrower nor any Subsidiary of the Borrower has filed any notice or report of a Release of any Hazardous Materials that could reasonably requestsbe expected to give rise to an Environmental Claim having a Material Adverse Effect; (ix) To the best knowledge of each Loan Party, except such non-compliance thatneither the Borrower nor any Subsidiary of the Borrower (or any of their predecessors) has disposed of any Hazardous Materials in a manner that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect; (x) No underground storage tanks or surface impoundments are on or at the Facilities, individually or in the aggregate, other than those that could not reasonably be expected to result in give rise to an Environmental Claim having a Material Adverse Effect,; (cxi) Promptly notify Administrative Agent No Lien in favor of any release of which Person for (a) any Loan Party has knowledge of a Hazardous Material in any reportable quantity liability under Environmental Laws, or (b) damages arising from or onto costs incurred by such Person in response to a Release has been filed or has been attached to the Facilities; and (xii) There is no radio frequency radiation, electromagnetic field or similar condition of or about any property owned owned, operated, or operated otherwise used by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected give rise to result in a Material Adverse Effect.

Environmental. Each Loan Party will(a) Deliver to the Agent (for distribution to the Lenders) and the Blackstone Representative: (i) as soon as practicable following receipt thereof, copies of all environmental audits, site assessments, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep or by independent consultants, Governmental Authorities or any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of other Persons, with respect to any Environmental Liens Claims, any violation of Environmental Laws, or post bonds or other financial assurances sufficient any discovery of a Release or, to satisfy the obligations or liability evidenced by such Environmental Liens, (b) ComplyKnowledge of the Credit Parties, threatened Release that, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thateach case, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andChange; (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement promptly upon a Responsible Officer of any Environmental Action Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice that an describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or Regulatory Agency under any applicable Environmental Action will be filed against a Loan Laws, and (B) any removal or remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state or local governmental or Regulatory Agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (excluding iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that, individually or in the Excluded Entities)aggregate, in either casecould reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iiiB) written notice any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other administrative order documents and information as from a Governmental Authority that time to time may be reasonably requested by the Blackstone Representative in relation to any matters disclosed pursuant to this Section 5.15(a). 4905-3710-6484 v.17 (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in to the aggregate, extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Effect, (b) Comply with Environmental Laws and Environmental Permits held by any Loan Party or its Restricted Subsidiaries, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) Promptly notify Administrative Agent of any release of which following discovery by any Loan Party has knowledge or its Restricted Subsidiaries of any material Release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which Restricted Subsidiaries, or from or onto any other property that could reasonably be expected to result in a Material Adverse Effectmaterial Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said release Release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) notice of a commencement of any material Environmental Action or written notice that an a material Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from Environmental Action, other than any with respect to a Governmental Authority violation, citation or other Environmental Action that could not reasonably be expected to result in have a Material Adverse Effect and (iv) the revocation, suspension, or material adverse modification of any Environmental Permit, other than any such action that could not reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Parent or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLiens where the failure to do so, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect, (b) Comply, in all material respects, with Environmental Laws and provide where the failure to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatdo so, individually or in the aggregate, has or could not reasonably be expected to result in have a Material Adverse EffectEffect and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Parent or its Subsidiaries (excluding where any such release, individually or in the Excluded Entities) which aggregate, has or could reasonably be expected to result in have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, where the failure to do so, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect, and (d) Promptly, but in any event within ten five (105) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party Parent or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Parent or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that where any of the matters addressed in (i)-(iii) above, individually or in the aggregate, has or could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each (i) Schedule 3.1(h)(i)-A sets forth a list of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respectsEnvironmental Permits held by Idaho Power for the operation of the PacifiCorp Acquired Assets. Except as set forth on Schedule 3.1(h)(i)-B, (1) Idaho Power (to the extent related to the PacifiCorp Acquired Assets) is in compliance with all applicable Environmental Laws, (2) to Idaho Power’s Knowledge, Idaho Power possesses all Environmental Permits required under Environmental Laws and provide to Administrative Agent documentation for the operation of such compliance which Administrative Agent the PacifiCorp Acquired Assets (as these facilities are reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result be operated in a Material Adverse Effect, (c) Promptly notify Administrative Agent accordance with the provisions of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to H▇▇▇▇▇▇▇▇ said release or otherwise to come into Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) and is in compliance with applicable such Environmental LawPermits; and (3) Idaho Power has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the PacifiCorp Acquired Assets is subject to termination, andmodification or revocation. (dii) PromptlyExcept as set forth on Schedule 3.1(h)(ii), but in to Idaho Power’s Knowledge neither Idaho Power nor any event Affiliate of Idaho Power has received within ten the last five (105) Business Days years and at any prior time, any written notice, report, request for information or other information regarding any actual or alleged violation of its receipt thereofEnvironmental Laws or any Liabilities or potential Liabilities, provide Administrative Agent with including any investigatory, remedial, or corrective obligations, relating to the operation of the PacifiCorp Acquired Assets arising under or relating to Environmental Laws or regarding Hazardous Materials. (iii) Except as set forth on Schedule 3.1(h)(iii), (1) to Idaho Power’s Knowledge, Idaho Power has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the PacifiCorp Acquired Assets that could form a basis for an Environmental Claim, and (2) Idaho Power has not received written notice of any of Environmental Claims related to the following: PacifiCorp Acquired Assets that have not been fully and finally resolved and, to Idaho Power’s Knowledge, no such Environmental Claims are pending or threatened against Idaho Power. (iiv) notice that an Environmental Lien has Except as set forth on Schedule 3.1(h)(iv), to Idaho Power’s Knowledge there are and have been filed against no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by Idaho Power or, to Idaho Power’s Knowledge, otherwise located on any of the real or personal property of a Loan Party or its Subsidiaries PacifiCorp Acquired Assets. (excluding the Excluded Entitiesv) Except as set forth on Schedule 3.1(h)(v), with respect to the PacifiCorp Acquired Assets, to Idaho Power’s Knowledge within the last five (ii5) commencement years and at any prior time, Idaho Power has not assumed or retained, by contract or, to Idaho Power’s Knowledge, by operation of law, any obligation under any Environmental Action Law or written notice concerning any Hazardous Materials with respect to the PacifiCorp Acquired Assets. (vi) Schedule 3.1(h)(vi) lists all of the material environmental reports relating to the PacifiCorp Acquired Assets that an Environmental Action will be filed against a Loan Party are in the possession or its Subsidiaries (excluding the Excluded Entities)reasonable control of Idaho Power, in either case, that could reasonably be expected copies of which have been made available to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectPacifiCorp.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens Liens; (ii) except to the extent such failure to comply could reasonably be expected (either individually or post bonds or other financial assurances sufficient in the aggregate) to satisfy have a Material Adverse Effect, comply, and cause each of its Subsidiaries and, as to the obligations or liability evidenced products manufactured by such Environmental Liens, (b) Complycontract manufacturers for any Loan Party to the extent such requirement would be consistent with industry standards with respect to contract manufacturers, contract manufacturers, to comply, in all material respects, respects with Environmental Laws (such compliance to include, without limitation, (A) the maintenance of the financial assurance required by the Nuclear Regulatory Commission and Department of Public Health of the Commonwealth of Massachusetts with respect to the Facility, covering the estimated amount needed to decontaminate and decommission the Facility at the end of the Facility’s use as a nuclear facility, and (B) the appropriate use, handling, generation, storage, treatment, Release and disposal of Hazardous Materials at any property owned or leased by it or any of its Subsidiaries in accordance with applicable Environmental Laws) and provide to Administrative the Collateral Agent any documentation of such compliance which Administrative the Collateral Agent may reasonably requests, except such non-compliance that, individually or in request; (iii) provide the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent Agents written notice within 10 days of the Borrower obtaining knowledge of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Loan Party of its Subsidiaries, or under the control or direction of it or any of its Subsidiaries (excluding the Excluded Entities) Subsidiaries, which could reasonably be expected to result in have a Material Adverse Effect, Effect and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), in either case, that which could reasonably be expected to result in have a Material Adverse Effect Effect; and (iiiC) written notice of a violation, citation, citation or other administrative order from a Governmental Authority that which could reasonably be expected to result in have a Material Adverse Effect; (v) not incur any Environmental Liabilities and Costs the payment of which could reasonably be expected to have a Material Adverse Effect; and (vi) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party, any of its Subsidiaries (or its predecessors in interest or title) or any contract manufacturer while manufacturing products for the Loan Party or a Subsidiary, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party or any of its Subsidiaries and/or (E) any Environmental Action filed against any Agent or any Lender.

Environmental. Each Loan Party will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in to the aggregate, extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Effect, (b) Comply with Environmental Laws and Environmental Permits held by any Loan Party or its Restricted Subsidiaries, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) Promptly notify Administrative Agent of any release of which following discovery by any Loan Party has knowledge or its Restricted Subsidiaries of any material Release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which Restricted Subsidiaries, or from or onto any other property that could reasonably be expected to result in a Material Adverse Effectmaterial Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said release Release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an a material Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) notice of a commencement of any material Environmental Action or written notice that an a material Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from Environmental Action, other than any with respect to a Governmental Authority violation, citation or other Environmental Action that could not reasonably be expected to result in have a Material Adverse Effect and (iv) the revocation, suspension, or material adverse modification of any Environmental Permit, other than any such action that could not reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any real property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, respects with Environmental Laws and provide to Administrative the Agent any documentation of such compliance which Administrative the Agent may reasonably requests, except such non-compliance that, individually or in request; (iii) provide the aggregate, could not reasonably be expected to result in a Material Adverse Effect, Agent written notice within five (c5) Promptly notify Administrative Agent days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto real property at any time owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required by applicable Environmental Law to abate said Release; (iv) provi▇▇ ▇▇▇▇▇ said release or otherwise to come into compliance e Agent with applicable Environmental Law, and (d) Promptly, but in any event written notice within ten (10) Business Days days of its the receipt thereof, provide Administrative Agent with written notice of any of the following: (iA) written notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding B) written notice of the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding which, either individually or in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in have a Material Adverse Effect Effect; and (iiiC) written notice of a violation, citation, citation or other administrative order from a Governmental Authority that which, either individually or in the aggregate, could reasonably be expected to result in have a Material Adverse EffectEffect and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) ("Claims and Costs") arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against the Agent or any Lender, in each such case, excluding Claims and Costs arising out of the gross negligence or willful misconduct of the Agent or any Lender, as determined by a final judgment of a court of competent jurisdiction.

Environmental. Each Loan Party Borrower will, and will cause each of its Subsidiaries (excluding the Excluded Entities) Loan Party Subsidiary to, (a) Keep any property either owned or operated by any Borrower or any Loan Party or its Subsidiaries (excluding the Excluded Entities) Subsidiary free of any Environmental Liens with respect to liability in excess of $10,000,000 or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLiens with respect to liability in excess of $10,000,000, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, requests except such non-compliance thatas could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Borrower or any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, Subsidiary and take any Remedial Actions required to ▇a▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental LawLaw except as such release or non-compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (d) Promptly, but in any event within ten (10) 10 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien with respect to liability in excess of $10,000,000 has been filed against any of the real or personal property of a any Borrower or any Loan Party or its Subsidiaries (excluding the Excluded Entities)Subsidiary, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Borrower or any Loan Party Subsidiary except to the extent such Environmental Action could not, individually or its Subsidiaries (excluding in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in a Material Adverse Effect Effect, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that except to the extent such violation, citation or order could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding Except as disclosed in Schedule 3.18, to the Excluded Entities) free Knowledge of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) ComplyContributor, each Company is in compliance, in all material respects, with all applicable Environmental Laws, and no Company has received any written notice or demand letter from any Governmental Entity or other Third Party indicating that any Company is in violation in any material respect of, or liable under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party. (b) There are no Proceedings that are pending or, to the Knowledge of Contributor, threatened against any of the Companies under Environmental Laws and provide to Administrative Agent documentation of in which a Governmental Entity is also a party, other than such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could proceedings as would not reasonably be expected to result in be material and adverse to the Companies, taken as a Material Adverse Effect,whole. (c) Promptly notify Administrative Agent Except as disclosed in Schedule 3.18, (i) no Company has owned, leased, or operated a site that (A) pursuant to CERCLA or any similar state or foreign Law, has been placed or is proposed to be placed by any Governmental Entity on the “National Priorities List”, or similar state or foreign list, as in effect as of the Closing Date, or (B) is involved with any voluntary cleanup program sponsored by a Governmental Entity and (ii) except as would not reasonably be expected to be material and adverse to the Companies, taken as a whole, no Company has been identified by any Governmental Entity as a potentially responsible party under CERCLA or any similar state or foreign Law with respect to any site, and no Hazardous Materials generated, transported, or disposed of, by or on behalf of any release Company, have been found at any site where a Person has made written demand on any Company to conduct or pay for a remedial investigation, removal, or other response action pursuant to any applicable Environmental Law. (d) Except as disclosed in Schedule 3.18, there have been no Releases of which Hazardous Materials at any Loan Party has knowledge property currently or, to the Knowledge of a Hazardous Material in any reportable quantity from or onto property Contributor, formerly owned or operated by any Loan Party or its Subsidiaries (excluding Company, which Releases are reasonably likely to be material and adverse to the Excluded Entities) which could reasonably be expected to result in Companies, taken as a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andwhole. (de) PromptlyThere have been no material environmental investigations, but studies, audits, or other analyses or reports completed, during the past three (3) years by or on behalf of, or that are in the possession or control of, Contributor or any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent Company addressing potentially material environmental matters with written notice of respect to any property related to the midstream gathering and processing business that is owned or operated by any of the following: Companies that have not been delivered or otherwise made available to Buyer prior to the date hereof. (if) notice that an Notwithstanding anything to the contrary in this Agreement, the warranties set forth in Section 3.13 and this Section 3.18 are Contributor’s sole and exclusive warranties regarding environmental matters, including compliance with Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaws.

Environmental. Each Loan Party willExcept as set forth in Schedule 4.1(x): (i) no generation, storage, presence, contamination, transport, emission, discharge or "release" (as such term is defined in 42 U.S.C. ss. 9601(22)) of any Hazardous Substance (as defined below) exists or is occurring (or has existed or occurred) from, or upon, any property owned, leased, used or controlled at any time by AFC or any Subsidiary in any manner that constituted or constitutes a violation of, or that reasonably could be expected to give rise to liabilities or obligations under any applicable Environmental Law; (ii) there is no past or present action, activity, event, condition or circumstance (A) that could be reasonably expected to require AFC or any Subsidiary to incur costs of removal, remediation, response or corrective action (and the terms "removal," "remediation," "response" and "corrective action" include the types of activities covered by CERCLA (as defined below) pursuant to any Environmental Laws (as defined below) with respect to any Hazardous Substances or Waste (as defined below) or (B) that could be reasonably expected to give rise to any common law or statutory liability (including punitive or exemplary damages and whether assessed with respect to personal injury or property damage, damage to the natural resources or the environment or otherwise) on the part of AFC or any of its Subsidiaries; (iii) Either AFC or a Subsidiary of AFC has obtained, maintained and complied with all permits, registrations, licenses, and will cause each other authorizations, has maintained all records and has made all filings required by applicable Environmental Laws (as defined below) with respect to storage, presence, contamination, generation, transport, emission, discharge or release into the environment of any substance (including solids, liquids and gases) and the proper disposal of such materials (including solid waste materials and petroleum or any fractions or by-products of it) required for AFC's or any of its Subsidiary's operations at past or present operating levels; (iv) Neither AFC nor any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep has received any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any action, activity, event, condition or circumstance covered by any of the following: clauses (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement or (iii) above or otherwise alleging any liability under any Environmental Law; (v) without limiting or being limited by the foregoing, AFC and each of its Subsidiaries is (and has been) otherwise in compliance with all Environmental Laws in respect of any of the properties owned, leased, used or controlled at any time by AFC, of any of the products, business operations or other activities of AFC and its Subsidiaries, and no facts or circumstances exist that could be reasonably expected to interfere with AFC's compliance with Environmental Action Laws; (vi) no polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, surface impoundment, lagoon, landfill, septic, wastewater treatment or written notice that an Environmental Action will be filed against a Loan Party other disposal system or underground storage tank (active or abandoned) is or has been present at any real property owned or leased by AFC or any of its Subsidiaries (excluding the Excluded Entities)in any manner that constituted or constitutes a violation of, in either case, or that reasonably could reasonably be expected to result give rise to liabilities or obligations under any applicable Environmental Law; (vii) no Hazardous Substance has been discharged, disposed of, dumped, injected, deposited, spilled, leaked, emitted or released at, on or under any real property owned or leased by AFC or any of its Subsidiaries; (viii) no real property owned or leased by AFC or any of its Subsidiaries, nor any property to which Hazardous Substances located on or resulting from the use of any asset or real property owned or leased by AFC or any of its Subsidiaries have been transported is listed or, to AFC's knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in a Material Adverse Effect and CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup; (iiiix) written notice of a violationthere are no permits under Environmental Laws that are either nontransferable or require consent, citation, notification or other administrative order from a Governmental Authority action to remain in full force and effect following the consummation of the transactions contemplated hereby; (x) there has been no environmental investigation, study, audit, test, review or other analysis conducted of which AFC has knowledge in relation to the business or assets of AFC or any of its Subsidiaries that could reasonably be expected has not been delivered to result Holdings at least ten days prior to the date hereof; and (xi) none of the assets owned by AFC or any of its Subsidiaries is located in a Material Adverse Effect.New Jersey or Connecticut. Schedule 4.1(x) lists all environmental site assessments, internal audits, phase I audits, and tests and reports regarding significant remediation or disposal activities, with respect to the business, assets or operations of AFC or any of its Subsidiaries or with 24

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding Except as disclosed in the Excluded Entities) to,Questionnaires attached hereto: (a1) Keep None of the Premises nor any property either owned of the Borrower Parties are in violation of, or operated subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Loan Party Governmental Authority or its Subsidiaries to any remedial obligations under any Environmental Laws where any such violation, inspection or inquiry could reasonably be expected to have a Material Adverse Effect, and, to Borrower's actual knowledge, this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the Premises; (excluding 2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Excluded Entities) free Premises by reason of any Environmental Liens Laws have been obtained where failure to obtain any such permit, license or post bonds authorization could reasonably be expected to have a Material Adverse Effect; (3) No Hazardous Materials are being or have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Premises, except in Permitted Amounts where any of the foregoing could reasonably be expected to have a Material Adverse Effect; (4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with all Environmental Laws; (5) There is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts which migration could reasonably be expected to have a Material Adverse Effect; (6) There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Premises which noncompliance could reasonably be expected to have a Material Adverse Effect; (7) None of the Borrower Parties has received any written notice or other financial assurances sufficient communication from any person or entity (including but not limited to satisfy a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts or Remediations thereof, violations of Environmental Laws, of possible liability of any person or entity pursuant to any Environmental Law, or any actual or potential administrative or judicial proceedings in connection with any of the obligations foregoing in any of the foregoing cases where such could reasonably be expected to have a Material Adverse Effect; (8) All information known to any of the Borrower Parties or liability evidenced by such contained in the files of any of the Borrower Parties relating to any Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Premises, other than in Permitted Amounts, has been made available to Lender, including, without limitation, information relating to all prior Remediation; (9) All of the Premises have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens,"); and (b10) ComplyThe information and disclosures in the Questionnaires are true, correct and complete in all material respects, with Environmental Laws and provide the person or persons executing the Questionnaires were duly authorized to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectdo so.

Environmental. Each Loan Party willTo the knowledge of CTF, each CTF Entity and its businesses, operations, and will cause each properties is in compliance in all material respects with all Environmental Laws and all terms and conditions of all Environmental Approvals, and no CTF Entity: (i) has generated, treated, stored or Released or authorized anyone else to generate, treat, store or Release, any Hazardous Material in violation of any Environmental Laws and there has not been any generation, treatment, storage or Release of any Hazardous Material in connection with the business of the CTF Entity or the use of any Real Property by the CTF Entity that has created any liability under any Environmental Law or which would require reporting to or notification of any Governmental Entity; (ii) has received any order, request or notice from any Person alleging a violation of any Environmental Law; (iii) is a party to any litigation or administrative proceeding, nor to its Subsidiaries knowledge is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (excluding 1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Excluded EntitiesRelease of any Hazardous Substances, or (3) toasserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (aiv) Keep has any property either owned knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or operated cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; (v) is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Loan Party or its Subsidiaries Governmental Entity in a matter arising under any Environmental Laws; and (excluding the Excluded Entitiesvi) free is not involved in operations and does not know of any Environmental Liens facts, circumstances or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complyconditions, in all material respects, with Environmental Laws and provide to Administrative Agent documentation including any Release of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not Hazardous Substance that would reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from liabilities or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of obligations under any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectLaws.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,Except as set forth in Schedule 5.09: (a) Keep There are no existing Environmental Claims pending, or to the knowledge of any Responsible Officer of Holdings or any Borrower threatened, the effect of which alleges potential liability under or a violation of any Environmental Law relating to the Loan Parties’, their Subsidiaries’, or any of their respective businesses or properties, in each case, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Loan Parties and its Subsidiaries is and has been in compliance with all Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Hazardous Materials are present, or have been released by any Person, whether related or unrelated to any Loan Party in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entitiesi) free in a quantity, location, manner or state requiring any cleanup, investigation or remedial action pursuant to any Environmental Laws, (ii) in violation or alleged violation of any Environmental Liens Laws, or post bonds (iii) which has given or other financial assurances sufficient could give rise to satisfy the obligations any Environmental Claim against any Loan Party or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsits Subsidiaries, except such non-compliance thatas could not, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (cd) Promptly notify Administrative Agent No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection with any of the Loan Parties or its Subsidiaries or any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from real properties now or onto property owned previously owned, leased or operated by any the Loan Party Parties or its Subsidiaries except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (excluding e) No properties now or previously owned, leased or operated by the Excluded EntitiesLoan Parties or its Subsidiaries nor any property to which the Loan Parties or its Subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Material is listed or, to the Loan Parties’ knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of sites requiring investigation or cleanup, nor to the knowledge of the Loan Parties, is any such property anticipated or threatened to be placed on any such list, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) There are no liabilities under Environmental Law of any Loan Parties or its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there are no facts, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any Environmental Claim, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and. (dg) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a No Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement has assumed or retained any Environmental Claim of any Environmental Action other Person, except as could not, either individually or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in to the aggregate, extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Effect, (b) Comply with Environmental Laws and Environmental Permits held by any Loan Party or its Restricted Subsidiaries, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) Promptly notify Administrative Agent of any release of which following discovery by any Loan Party has knowledge or its Restricted Subsidiaries of any material Release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which Restricted Subsidiaries, or from or onto any other property that could reasonably be expected to result in a Material Adverse Effectmaterial Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said release Release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, except that any failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an a material Environmental Lien has been filed against any of the material real or personal property of a Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities)that constitutes Collateral, (ii) notice of a commencement of any material Environmental Action or written notice that an a material Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from Environmental Action, other than any with respect to a Governmental Authority violation, citation or other Environmental Action that could not reasonably be expected to result in have a Material Adverse Effect and (iv) the revocation, suspension, or material adverse modification of any Environmental Permit, other than any such action that could not reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Each of the Loan Parties and its Subsidiaries is and has been in compliance with all Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) To the Loan Parties’ knowledge, no Hazardous Materials are present, or have been released by any Person, whether related or unrelated to any Loan Party in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entitiesi) free in a quantity, location, manner or state requiring any cleanup, investigation or remedial action pursuant to any Environmental Laws, (ii) 88 in violation or alleged violation of any Environmental Liens Laws, or post bonds (iii) which has or other financial assurances sufficient could given rise to satisfy the obligations or liability evidenced by such any Environmental Liens, (b) ComplyLiability, in all material respects, with including any claim pursuant to any Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsagainst any Loan Party or its Subsidiaries, except such non-compliance thatas could not, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (c) Promptly notify Administrative Agent No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection with any of the Loan Parties or its Subsidiaries or the any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from real properties now or onto property owned previously owned, leased or operated by any the Loan Party Parties or its Subsidiaries except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (excluding d) No properties now or, to the Excluded EntitiesLoan Parties’ knowledge, previously owned, leased or operated by the Loan Parties or its Subsidiaries nor, to the Loan Parties’ knowledge, any property to which the Loan Parties or its Subsidiaries has transported or arranged for the transportation of any Hazardous Material is listed or, to the Loan Parties’ knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of sites requiring investigation or cleanup, nor to the knowledge of the Loan Parties, is any such property anticipated or threatened to be placed on any such list, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) To the Loan Parties’ knowledge, there are no Environmental Liabilities of any Loan Parties or its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there are no facts, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any such Environmental Liability, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and. (df) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a No Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement has assumed or retained any Environmental Liability of any Environmental Action other Person, except as could not, either individually or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding in the Excluded Entities)aggregate, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect. This Section 5.09 contains the sole and exclusive representations and warranties of the Loan Parties with respect to environmental matters.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could Except as would not reasonably be expected to result in have a Company Material Adverse Effect,: (a) the Company and its Subsidiaries are, and for the past four (4) years have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits required for their operations under applicable Environmental Laws; (b) other than the Koppers Pond Site, there is no pending or threatened action or proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. Other than the Koppers Pond Site, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Other than the Koppers Pond Site, neither the Company nor any of its Subsidiaries is a party or subject to any administrative or judicial order or decree pursuant to Environmental Law; (c) Promptly notify Administrative Agent with respect to the Owned Real Property and the Leased Real Property, other than the Koppers Pond Site, there have been no releases, spills or discharges of Hazardous Materials on or underneath any release of which any Loan Party such real properties that has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could caused environmental contamination at such real properties that is reasonably be expected likely to result in a Material Adverse Effect, and take any Remedial Actions required an obligation to ▇▇▇▇▇ said release or otherwise remediate such environmental contamination pursuant to come into compliance with applicable Environmental Law, Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; and (d) Promptly, but the Company has provided to Parent and Acquisition Sub true and accurate copies of all safety and environmental reports and investigations prepared or submitted in any event within ten the last two (102) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from years by a Governmental Authority or other third party pursuant to any Environmental Law relating to the current or previous operations of the Company, its Subsidiaries and each of their respective predecessors, in each case to the extent that could reasonably be expected to result such reports, investigations and permits are in a Material Adverse Effectthe possession, custody or control of the Company and its Subsidiaries.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep Each of the Loan Parties and its Restricted Subsidiaries (i) is and has been in compliance with all applicable Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) reasonably believes that compliance with any Environmental Law that is applicable to any of them will be timely attained and maintained, without additional expense, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not been Released by any Loan Party, or to the Loan Parties’ knowledge by any other Person, in, on, within, above, under, affecting or emanating from any real property either owned currently or previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries (excluding the Excluded Entities) free and Hazardous Materials have not otherwise been Released by or on behalf of any Environmental Liens Loan Party or post bonds or any of its Restricted Subsidiaries at any other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complylocation, in all material respectseach case, with (i) to the Loan Parties’ knowledge, in a quantity, location, manner or condition requiring any cleanup, investigation or remedial action pursuant to any applicable Environmental Laws; (ii) in violation or alleged violation of any applicable Environmental Laws; or (iii) which would reasonably be expected to give rise to any Environmental Liability, including any claim pursuant to any Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsagainst any Loan Party or its Restricted Subsidiaries, except such non-compliance thatexcept, in each case, as could not, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (c) Promptly notify Administrative Agent of any release of which No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed or threatened, with respect to or in connection with any Loan Party has knowledge of a Hazardous Material in or its Restricted Subsidiaries or any reportable quantity from real properties now or onto property owned previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries (excluding except as could not, either individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, (i) Except as described in the Adam Public Documents and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatas would not, individually or in the aggregate, could not result in an Adam Material Adverse Effect: (A) neither Adam nor any of its Subsidiaries nor, to the knowledge of Adam, any of the Adam Key Joint Ventures, is or has been in violation of or non-compliance with any Environmental Laws; (B) each of Adam and its Subsidiaries and, to the knowledge of Adam, each of the Adam Key Joint Ventures, has all Authorizations required under all applicable Environmental Laws and is in compliance in all material respects with requirements thereof and, to the knowledge of Adam, there are no facts, matters, or circumstances (including this Transaction) that are reasonably likely to result in the revocation, suspension, variation or non-renewal of any such Authorizations; (C) there are no pending or, to the knowledge of Adam, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens (other than Permitted Liens), notices of non-compliance or violation, orders, investigations, proceedings or other processes against Adam, involving or affecting Adam, its Subsidiaries or the Adam Key Joint Ventures relating to any Hazardous Substances or Environmental Laws; and (D) to the knowledge of Adam there are no events or circumstances that would reasonably be expected to form the basis of (X) an order for clean-up or remediation, (Y) an action, suit or proceeding by any private party or Governmental Entity, or (Z) liability, in each case, against or affecting (directly or indirectly) Adam, its Subsidiaries or the Adam Key Joint Ventures relating to Hazardous Substances or any Environmental Laws. (ii) Except as described in the Adam Public Documents and except as would not, individually or in the aggregate, result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a an Adam Material Adverse Effect, Adam and take its Subsidiaries have: (A) posted the full amount of any Remedial Actions mine reclamation and rehabilitation financial assurance required to ▇▇▇▇▇ said release or otherwise to come into compliance with by applicable Environmental Law, Laws and any Authorizations and does not anticipate (including as a result of this Transaction) any material increase in the amount of such financial assurance; and (dB) Promptly, but in completed all progressive mine reclamation and rehabilitation required by applicable Laws and any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectAuthorizations.

Environmental. Each Loan Party willThe Co-Issuers shall, and will shall cause each of its Subsidiaries (excluding other Securitization Entity to, promptly notify the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding Servicer, the Excluded Entities) free Control Party, the Manager, the Back-Up Manager, the Trustee and the Rating Agencies, in writing, upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of any possible material liability of any Securitization Entity pursuant to any Environmental Liens or post bonds or Law that could reasonably be expected to have a Material Adverse Effect. In addition, other financial assurances sufficient than exceptions to satisfy any of the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatfollowing that could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, the Co-Issuers shall, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andshall cause each other Securitization Entity to: (da) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an comply with all applicable Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Laws, (ii) commencement hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Action Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or written notice that an about any Real Estate Assets owned, leased or operated by any Co-Issuer or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Action will be filed against a Loan Party Concern have been sent for re-use or its Subsidiaries (excluding the Excluded Entities)recycling or for treatment, in either case, that storage or disposal) which could reasonably be expected to (i) give rise to liability of any Co-Issuer or any of its Affiliates under any applicable Environmental Law or otherwise result in a Material Adverse Effect and costs to any Co-Issuer or any of its Affiliates, (ii) interfere with any Co-Issuer’s or any of its Affiliates’ continued operations or (iii) written notice impair the fair saleable value of a violation, citation, any Real Estate Assets owned by any Co-Issuer or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectany of its Affiliates.

Environmental. Each Loan Party willPromptly and in any event within two Business Days after the existence of any of the following conditions and the Borrower's knowledge thereof, other than those conditions which exist as of the Closing Date ("Existing Environmental Conditions"), a certificate of the chief executive officer or chief financial officer of Borrower specifying in detail the nature of such condition and will cause each the proposed response thereto of Borrower, any of its Subsidiaries or any of their respective Environmental Affiliates: (excluding i) the Excluded Entities) to, (a) Keep receipt by Borrower, any property either owned or operated by any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free or any of its Environmental Affiliates of any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower, any of its Subsidiaries or Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, Affiliate is not in all material respects, compliance with applicable Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatnoncompliance, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, , (cii) Promptly notify Administrative Agent Borrower, any of its Subsidiaries or any of its Environmental Affiliates shall obtain actual knowledge that there exists any Environmental Claim pending or threatened against Borrower, any of its Subsidiaries or any Environmental Affiliate, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) any release, emission, discharge or disposal of any release Material of which Environmental Concern that could form the basis of any Loan Party has knowledge Environmental Claim against Borrower, any of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding or any of their Environmental Affiliates, which Environmental Claim, individually or in the Excluded Entities) aggregate could reasonably be expected to have a Material Adverse Effect. With respect to any Existing Environmental Condition, the requirement to furnish a certificate, as described above, shall not arise unless and until there is an adverse development relating to any Existing Environmental Condition which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party willThe Co-Issuers shall, and will shall cause each of its Subsidiaries (excluding other Securitization Entity to, promptly notify the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding Servicer, the Excluded Entities) free Manager, the Back-Up Manager, the Trustee and the Rating Agencies, in writing, upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of any possible material liability of any Securitization Entity pursuant to any Environmental Liens or post bonds or Law that could reasonably be expected to have a Material Adverse Effect. In addition, other financial assurances sufficient than exceptions to satisfy any of the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatfollowing that could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, the Co-Issuers shall, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andshall cause each other Securitization Entity to: (da) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an comply with all applicable Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Laws, (ii) commencement hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Action Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or written notice that an about any Real Estate Assets owned, leased or operated by any Co-Issuer or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Action will be filed against a Loan Party Concern have been sent for re-use or its Subsidiaries (excluding the Excluded Entities)recycling or for treatment, in either case, that storage or disposal) which could reasonably be expected to (i) give rise to liability of any Co-Issuer or any of its Affiliates under any applicable Environmental Law or otherwise result in a Material Adverse Effect and costs to any Co-Issuer or any of its Affiliates, (ii) interfere with any Co-Issuer’s or any of its Affiliates’ continued operations or (iii) written notice impair the fair saleable value of a violation, citation, any Real Estate Assets owned by any Co-Issuer or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectany of its Affiliates.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could Except as would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an the Credit Parties and each of their respective Subsidiaries are in compliance with all material Environmental Lien has been filed against any Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the real or personal property of a Loan Party or its Credit Parties and their respective Subsidiaries (excluding the Excluded Entitiesas currently conducted), ; (ii) commencement none of the Credit Parties or any of their respective Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Action or written notice Law that an Environmental Action will be filed against a Loan Party or its Subsidiaries is pending or, to the knowledge of such Credit Party, threatened in writing; (excluding iii) to the Excluded Entities)knowledge of the Credit Parties, in either case, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to result give rise to any material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. DB1/ 110631747.4 70 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20 (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health or safety matters.

Environmental. Each Loan Party will, and will cause each Neither Holdings nor any of its Subsidiaries (excluding the Excluded Entities) to, nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, Law, (b) Complyany Environmental Claim, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance or (c) any Hazardous Materials Activity that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, (c) Promptly notify Administrative Agent . Neither Holdings nor any of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (excluding the Excluded Entities42 U.S.C. sec. 9604) or any comparable state law which could reasonably be expected to result in have a Material Adverse Effect. There are and, and take any Remedial Actions required to ▇▇▇▇▇ said release Company's knowledge, have been no conditions, occurrences, or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that Hazardous Materials Activities which could reasonably be expected to result form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in a Material Adverse Effect and (iii) written notice of a violationthe aggregate, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has treated, stored or disposed of any hazardous waste at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the treatment, storage or disposal of hazardous waste that, in each case, would require a permit under RCRA. 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 Material Adverse Effect. Notwithstanding anything in this SECTION 4.14 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of its 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 Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or The Company and its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complyare, and have been, in compliance with all material respectsapplicable Laws relating to the protection of the environment, with natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsConcern (collectively, “Environmental Laws”), except for such non-compliance thatnoncompliance that would not reasonably be expected to have, individually or in the aggregate, could a Material Adverse Effect. (b) The Company and its Subsidiaries (i) have received, possess and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses (“Environmental Permits”), (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such Environmental Permits, and (iii) have paid all fees, assessments or expenses due under any such Environmental Permits, except for such failures to receive and comply with Environmental Permits, or any such actions, or failure to pay any such fees, assessments or expenses that would not reasonably be expected to result have, individually or in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effectaggregate, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there are no such Legal Proceedings pending against any other Person that would reasonably be expected to materially adversely affect the Company or any of its Subsidiaries, and (ii) the Company and its Subsidiaries have not received notice of any actual or potential liability of the Company for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws or Environmental Permits, where such Legal Proceedings or liability would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) None of the Company or any of its Subsidiaries has entered into any consent decree, settlement or other agreement with any Governmental Entity, and none of the Company or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws, Environmental Permits or to Materials of Environmental Concern, except for such consent decrees, settlements, agreements or Orders that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) There has been no release, disposal or arrangement for disposal of any Materials of Environmental Concern relating to the Company, its Subsidiaries or any of their predecessors, or at, from or to any real property currently or formerly owned, leased or operated by the Company, its Subsidiaries or any of their predecessors, that would reasonably be expected to (i) give rise to any claim or Legal Proceeding, or to any liability, under any Environmental Law, or (ii) prevent the Company or any of its Subsidiaries from complying with applicable Environmental Laws or Environmental Permits, except for such claim, Legal Proceedings, liability or burden or non-compliance that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (f) Neither the Company nor any of its Subsidiaries has assumed or retained by Contract or operation of Law any liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern, where such assumption or acceptance of responsibility would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) There has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to the current or prior business of the Company or any of its Subsidiaries or any real property or facility now or previously owned, leased or operated by the Company or any of its Subsidiaries describing any facts, circumstances, situations or sets of circumstances which could give rise to any claim or Legal Proceeding, or to any liability, under any Environmental Law or Environmental Permit, the written part of which has not been delivered to the Backstop Parties at least 10 days prior to the date hereof. (h) None of the transactions contemplated under this Agreement will give rise to any obligations to obtain the consent of or provide notice to any Governmental Entity under any Environmental Laws or Environmental Permits.

Environmental. Each Loan Party will(a) Deliver to the Agent and the Blackstone Representative: (i) as soon as practicable following receipt thereof, copies of all environmental audits, site assessments, investigations, analyses and will cause each reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep or by independent consultants, governmental authorities or any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of other Persons, with respect to any Environmental Liens Claims, any violation of Environmental Laws, or post bonds any discovery of a Release or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complythreatened Release that, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thateach case, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andChange; (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement promptly upon a Responsible Officer of any Environmental Action Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice that an describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Action will be filed against a Loan Laws, and (B) any removal or remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state or local governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (excluding iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that, individually or in the Excluded Entities)aggregate, in either casecould reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (iiiB) written notice any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a violationmanner that, citationindividually or together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other administrative order documents and information as from a Governmental Authority that time to time may be reasonably requested by the Blackstone Representative in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectChange, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,Except as set forth on Schedule 3.12: (a) Keep any property either owned or operated by any Loan Party or each Seller and its Subsidiaries (excluding affiliates, with respect to the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) ComplyReal Property has complied and is in compliance with, in all material respects, with all Environmental Laws; (b) there has been no Release of Hazardous Materials at any of the Real Property owned or operated by the Business or each Seller or, to the Knowledge of GP, a predecessor in interest, or to the Knowledge of GP, at any disposal or treatment facility which received Hazardous Materials generated by the Business, the Acquired Assets or any predecessor in interest which is reasonably likely to result in Environmental Liabilities that individually or in the aggregate would have a Material Adverse Effect; and Seller has not received notice that it is a potentially responsible party under any Environmental Laws and provide with regard to Administrative Agent documentation any of such compliance the Real Property owned or operated by the Business or any off-site location that constitute a violation of Environmental Laws or may legally require Remedial Action; (c) no Environmental Claims have been asserted in writing against the Business or the Acquired Assets or, to the Knowledge of GP, any predecessor in interest nor does GP have written notice of any threatened or pending Environmental Claim against the Business or the Acquired Assets or any predecessor in interest which Administrative Agent is reasonably requests, except such non-compliance thatlikely to result in Environmental Liabilities that would, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,; (cd) Promptly notify Administrative Agent to the Knowledge of GP, no Environmental Claims have been asserted in writing against any release of facilities that received Hazardous Materials generated by the Business or Acquired Assets or any predecessor in interest which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could is reasonably be expected likely to result in Environmental Liabilities that would, individually or in the aggregate, have a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and; (de) Promptly, but in neither Seller nor any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent affiliates has entered into any consent order or other similar agreement with written notice of any of Governmental Entity that will result in Environmental Liabilities affecting the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party Real Property on either Seller or its Subsidiaries (excluding affiliates which would, individually or in the Excluded Entities)aggregate, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect; and (f) GP has furnished or made available to Purchaser all material environmental reports, studies, investigations or correspondence regarding any Environmental Liabilities of the Real Property that are in either Seller’s possession or under its reasonable control.