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(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 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 Borrowers or its their 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 requestsLaws, except for such non-compliance that, individually or in the aggregate, could noncompliance that would not reasonably be expected to result in a Material Adverse EffectChange, (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 Borrower or its Subsidiaries (excluding the Excluded Entities) which Subsidiaries, if said release could reasonably be expected to result in have a Material Adverse EffectChange, and take any Remedial Actions to the extent required by applicable Environmental Law 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 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 any 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 any Borrower or its Subsidiaries (excluding the Excluded Entities)which, in either caseif adversely determined, that could would reasonably be expected to result in a Material Adverse Effect losses in an aggregate amount of $5,000,000 or more, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could which, if adversely determined, would reasonably be expected to result in a Material Adverse Effectlosses in an aggregate amount of $5,000,000 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 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 other than Environmental Laws the non-compliance thatwith which, 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, other than releases which, individually or in the aggregate, could not reasonably be expected to result in 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 followingfollowing to the extent, in the case of clauses (ii) and (iii), any of the following could reasonably be expected to have a Material Adverse Effect: (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 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 EffectAuthority.

Environmental. (a) Each Loan Party willof Group and Borrower shall comply, and will shall cause each of its respective Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned and all lessees and other Persons operating or operated by any Loan Party or occupying its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient properties to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, with all applicable Environmental Laws and provide Environmental Permits; obtain and renew and cause each of its Subsidiaries to Administrative Agent documentation obtain and renew all material Environmental Permits necessary for its operations and properties; and conduct, and cause each of such compliance which Administrative Agent reasonably requestsits Subsidiaries to conduct, except such non-compliance thatany investigation, individually study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Contaminants from any of its properties, in accordance with and to the aggregateextent required by all applicable Environmental Laws, could not reasonably be expected to result in the extent the failure to do any of the foregoing would have a Material Adverse Effect,; provided, however, that no Warnaco Entity shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances. (cb) Promptly notify At the request of the Administrative Agent of any release of which any Loan Party has knowledge after receipt of a Hazardous Material notice of the type specified in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding Section 6.11, Group will provide to 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 and each Lender within 60 days after such request, at the expense of any Group and the Borrower, an environmental assessment report for the applicable property described in such notice, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence 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, Contaminants that could reasonably be expected to result give rise to a material liability and the estimated cost of any compliance, removal or remedial action in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority connection with any Contaminants that could reasonably be expected to result give rise to a material liability on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of Group and the Borrower, and Group and the Borrower each hereby grants and agrees to cause any other Warnaco Entity that owns any property described in a Material Adverse Effectsuch request to grant at the time of such request to the Administrative Agent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment, and to, or to cause its respective Subsidiaries to, cooperate in all reasonable respects with the preparation of such assessment.

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 to satisfy the obligations or liability evidenced by such Environmental Liens, for which any Loan Party is liable; (bii) 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, as could not reasonably be expected to result in a Material Adverse Effect, , comply, and cause each of its Subsidiaries to comply with all Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (ciii) Promptly notify Administrative Agent (A) provide the Agents written notice within five (5) Business 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 of its Subsidiaries and which any Loan Party or its Subsidiaries (excluding is required to report to a Governmental Authority under any applicable Environmental Law, except to the Excluded Entities) which extent that that the failure to issue such Report could not reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000 and, and (B) to the extent required by Environmental Laws in order to ensure material compliance therewith, take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise Release, except to come into compliance with applicable Environmental Law, and the extent that the failure to ▇▇▇▇▇ said Release could not reasonably be expected to result in a Material Adverse Effect; and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide the Administrative Agent 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 (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 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 Borrower 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, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect, (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 Borrower 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 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 Agent with written notice of any of the followingfollowing which could reasonably be expected to result in a Material Adverse Effect: (i) notice that an Environmental Lien 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 could reasonably be expected to result in a Material Adverse EffectAuthority.

Environmental. (a) Each Loan Party willof Group and Borrower shall comply, and will shall cause each of its respective Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned and all lessees and other Persons operating or operated by any Loan Party or occupying its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient properties to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, with all applicable Environmental Laws and provide Environmental Permits; obtain and renew and cause each of its Subsidiaries to Administrative Agent documentation obtain and renew all material Environmental Permits necessary for its operations and properties; and conduct, and cause each of such compliance which Administrative Agent reasonably requestsits Subsidiaries to conduct, except such non-compliance thatany investigation, individually study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Contaminants from any of its properties, in accordance with and to the aggregateextent required by all applicable Environmental Laws, could not reasonably be expected to result in the extent the failure to do any of the foregoing would have a Global Material Adverse Effect,; provided, however, that no Warnaco Entity shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances. (cb) Promptly notify At the request of the Administrative Agent of any release of which any Loan Party has knowledge after receipt of a Hazardous Material notice of the type specified in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding Section 6.11, Group will provide to 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 and each Lender within 60 days after such request, at the expense of any Group and the Borrower, an environmental assessment report for the applicable property described in such notice, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence 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, Contaminants that could reasonably be expected to result give rise to a material liability and the estimated cost of any compliance, removal or remedial action in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority connection with any Contaminants that could reasonably be expected to result give rise to a material liability on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of Group and the Borrower, and Group and the Borrower each hereby grants and agrees to cause any other Warnaco Entity that owns any property described in a Material Adverse Effectsuch request to grant at the time of such request to the Administrative Agent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment, and to, or to cause its respective Subsidiaries to, cooperate in all reasonable respects with the preparation of such assessment.

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, (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 to satisfy the obligations or liability evidenced by such Environmental Liens, for which any Loan Party is liable; (bii) 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, as could not reasonably be expected to result in a Material Adverse Effect, , comply, and cause each of its Subsidiaries to comply with all Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (ciii) Promptly notify Administrative Agent (A) provide the Agents written notice within five (5) Business 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 of its Subsidiaries and which any Loan Party or its Subsidiaries (excluding is required to report to a Governmental Authority under any applicable Environmental Law, except to the Excluded Entities) which extent that the failure to issue such Report could not reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000 and, and (B) to the extent required by Environmental Laws in order to ensure material compliance therewith, take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise Release, except to come into compliance with applicable Environmental Law, and the extent that the failure to ▇▇▇▇▇ said Release could not reasonably be expected to result in a Material Adverse Effect; and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide the Administrative Agent 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 (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, (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 to satisfy the obligations or liability evidenced by such Environmental Liens, for which any Loan Party is liable; (bii) 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, as could not reasonably be expected to result in a Material Adverse Effect, , comply, and cause each of its Subsidiaries to comply with all Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (ciii) Promptly notify Administrative Agent (A) concurrently with the delivery of the Compliance Certificate as required by Section 7.01(a)(iv)(x), provide the Agents written notice 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 of its Subsidiaries and which any Loan Party or its Subsidiaries (excluding is required to report to a Governmental Authority under any applicable Environmental Law, except to the Excluded Entities) which extent that that the failure to issue such report could not reasonably be expected to result in a Material Adverse Effectliability in excess of $2,500,000 and, and (B) to the extent required by Environmental Laws in order to ensure material compliance therewith, take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise Release, except to come into compliance the extent that the failure to ▇▇▇▇▇ said Release could not reasonably be expected to result in a Material Adverse Effect; and (iv) concurrently with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days the delivery of its receipt thereofthe Compliance Certificate as required by Section 7.01(a)(iv)(x), provide the 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 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 could reasonably be expected to result in a Material Adverse Effect liability in excess of $2,500,000; 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.

Environmental. Each Loan Party willof the Target and the Subsidiaries and their respective businesses, operations, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,properties: (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding except as disclosed in the Excluded Entities) free of any Public Documents, has obtained and currently holds all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in Permits which are required under all material respects, with Environmental Laws and provide to Administrative Agent documentation except where the absence of such compliance which Administrative Agent reasonably requestssame would not individually, except such non-compliance that, individually or in the aggregate, reasonably be expected to have a Target Material Adverse Effect. With respect to the environmental clearance required from the Government of the Republic of Armenia to move the Ararat plant to the Zod mine site as disclosed in the Public Documents, the Target is currently in negotiations with certain Armenian government agencies to obtain Environmental Impact Assessment Clearance and as of the date hereof is not aware of any information which has not been disclosed in the Public Documents which indicates that the Government of the Republic of Armenia will not grant the requested clearance or that the granting of same will be unduly delayed or will have material conditions imposed thereon or will otherwise have a Target Material Adverse Effect; (b) except as disclosed in the Public Documents, is in compliance with all Environmental Laws and all terms and conditions of all Environmental Permits except where the failure to be in compliance would not individually, or in the aggregate, reasonably be expected to have a Target Material Adverse Effect; (c) except as disclosed in the Public Documents, has not received any order, request or notice from any Person alleging a material violation of, or providing notice of any changes to the terms of, any Environmental Laws except where any such order, request or notice would not individually, or in the aggregate, reasonably be expected to have a Target Material Adverse Effect; (d) except where the same would not individually, or in the aggregate, reasonably be expected to have a Target Material Adverse Effect, (a) is not a party to any litigation or administrative proceeding, nor so far as it is aware, is any litigation or administrative proceeding threatened against it or its property or assets, which (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 release of any hazardous substances, or (3) asserts 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, (b) is not aware of any conditions existing currently or likely to exist which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response pursuant to applicable Environmental Laws by it; and (c) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; (e) has not used, owned, operated, occupied or managed, had charge of or control over, now or in the past, any real property that is not free of contamination from any hazardous material except for such contamination that could not reasonably be expected to result in environmental liabilities except where the same would not individually or in the aggregate have a Target Material Adverse Effect,; (cf) Promptly notify Administrative Agent of has not caused, suffered or permitted to occur any release of hazardous materials on, at, in, under, above, to, from or about any of the real property used, owned, operated, occupied or managed by the Target or any of its Subsidiaries or over which any Loan Party has knowledge of a Hazardous Material them had charge of or control now or in the past, contrary to any reportable quantity from Environmental Laws except where the same would not individually, or onto property owned or operated by any Loan Party or its Subsidiaries (excluding in the Excluded Entities) which could aggregate, reasonably be expected to result in have a Target 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 is not involved in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice operations or does not know of any facts, circumstances or conditions, including, any release 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 casehazardous material, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citationany environmental liabilities except where the same would not individually, or other administrative order from a Governmental Authority that could in the aggregate, reasonably be expected to result in have a Target Material Adverse Effect.

Environmental. Each Loan Party will(i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, 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 Acquired Companies 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, (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 any such non-compliance that, individually or in the aggregate, could would not reasonably be expected to result in have a Material Adverse Effect,. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (cii) Promptly notify Administrative Agent There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any release material violation of which any Loan Party Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has knowledge been no Release of a Hazardous Material Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any reportable quantity from Environmental Law for the development, construction, ownership, use or onto property owned operation of the Land or operated by the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any Loan Party obligation of Seller or its Subsidiaries (excluding the Excluded Entities) which could Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably be expected to result in a Material Adverse Effectmaterial liability or interfere materially with the development, and take construction, ownership or operations of any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andProject. (dv) PromptlySeller has made available to Purchaser all material environmental reports, but assessments and documents that are in any event within ten (10) Business Days the possession of its receipt thereof, provide Administrative Agent Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with written notice of any of respect to the following: (i) notice that an Environmental Lien has been filed against any of Projects or 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 EffectLand.

Environmental. Each The Loan Party Parties will, and will cause each of its their 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 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, requests where failure to do so reasonably 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 Parent or its Subsidiaries (excluding the Excluded Entities) Subsidiaries, which release 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 in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect, and (d) Promptly, but in any event within ten (10) Business Days 10 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)their Subsidiaries, in either casewhich Environmental Action, that if adversely resolved, 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 relating to Environmental Laws, which, if adversely resolved, 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 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 Comply with all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such other than Environmental Laws the non-compliance thatwith which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent and Lenders 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, other than releases which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent and Lenders with written notice of any of the following: to the extent, in the case of clauses (ii) and (iii), any of the following could reasonably be expected to have a Material Adverse Effect: (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 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 EffectAuthority.

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, (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 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 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 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 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, 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 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, other than, in each case, to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (b) Comply, in all material respects, Comply with Environmental Laws, other than Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such the non-compliance thatwith which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (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 Restricted Subsidiaries and (excluding the Excluded Entitiesii) 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, other than, in each case, to the extent that the failure to do so could not reasonably be expected to result in the imposition of liability in excess of $10,000,000 or require Remedial Action in excess of $10,000,000, 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)Restricted Subsidiaries, (ii) 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 material violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectAuthority.

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 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 except Permitted 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 the Administrative Agent any documentation of such compliance which the Administrative Agent may reasonably requestsrequest, except as any such non-compliance that, individually or in the aggregate, circumstance could not reasonably be expected to result in have a Material Adverse Effect, ; (ciii) Promptly notify provide the Administrative Agent written notice within five (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 at any time owned or operated by it or any Loan Party or of its Subsidiaries (excluding but only to the Excluded Entities) which extent that such release could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to comply with Environmental Laws or by Governmental Authority to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and Release; and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide the Administrative Agent with written notice of any of the followingfollowing to the extent that such could reasonably be expected to have a Material Adverse Effect within ten (10) days of the determination that the following could reasonably be expected to have a Material Adverse Effect: (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 could reasonably be expected to result in a Material Adverse Effect Subsidiaries; and (iiiC) written notice of a violation, citation, citation or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectorder.

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 Liens, (b) Comply, in all material respects, with Environmental Laws and provide Liens 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, could not has or would reasonably be expected to result in have a Material Adverse Effect, (b) Comply with Environmental Laws where the failure to do so, individually or in the aggregate, has or could reasonably be expected to have 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 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 with applicable Environmental LawLaw where the failure to do so, individually or in the aggregate, has or would 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 such violation, citation or other administrative order, individually or in the aggregate, has or could reasonably be expected to result in have a Material Adverse Effect.

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, 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 (other than those set forth on Schedule 4.12) 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, requests except such non-compliance thatas could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, (c) Promptly notify Administrative Agent of any release of which any Loan Party a Responsible Officer of Borrower 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 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 LawLaw except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, 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 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 except to the Excluded Entities)extent such Environmental Action could not, individually or in either casethe aggregate, that could reasonably be expected to result in a Material Adverse Effect Change, 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 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, 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 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 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 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 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 Except as could not reasonably be expected to result in a Material Adverse Change, keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of a Borrower 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 except to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such the extent non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, Change and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly promptly upon obtaining knowledge thereof 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 the Excluded Entities) which any Subsidiary of a Borrower that could reasonably be expected to result in a Material Adverse Effect, Change and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental LawLaw (except to the extent such noncompliance could not reasonably be expected to result in a Material Adverse Change), and and (d) Promptlypromptly, but in any event within ten (10) Business Days 10 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 any Borrower or any Subsidiary of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Borrower, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against any Borrower or any Subsidiary of a Loan Party or its Subsidiaries (excluding the Excluded Entities)Borrower, 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 relating to Environmental Laws or Environmental Liabilities which reasonably could reasonably be expected to result in a Material Adverse EffectChange.

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 ▇▇▇▇▇ 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, (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 Agent any documentation of such compliance which Administrative Agent may reasonably requestsrequest; (iii) provide Agent timely written notice (and in any event, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, within ten (c10) Promptly notify Administrative Agent days of any release Credit Party obtaining knowledge of which such event) of any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property currently or during the period of ownership or operation by any Credit Party, formerly 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 under Environmental Laws to ▇▇▇▇▇ said release Release; provided, however, that no Credit Party shall be required to undertake any Remedial Action required by Environmental Laws to the extent that its obligation to do so is being contested in good faith and by proper proceedings which stay the imposition of any penalty, fine or otherwise Lien resulting from the non-performance thereof and adequate reserves, if any, are being maintained with respect to come into compliance such LEGAL_US_E # 82813718.8 circumstances in accordance with applicable Environmental Law, and GAAP; (div) Promptly, but in any event provide Agent with 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) 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; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action Action, or written notice that an Environmental Action will be filed filed, against a Loan any Credit Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to have a Material Adverse Effect; and (excluding the Excluded Entities)C) notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) maintain and preserve, in either caseall material respects, all Environmental Permits necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vi) maintain and comply, in all material respects, with any applicable financial assurance requirements under RCRA and any similar Environmental Law, as specifically set forth but not limited to 40 C.F.R. 264 and 265, necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vii) comply, in all material respects, with all applicable writs, orders, consent decrees, judgments, injunctions, communications by any Governmental Authority, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws; (viii) provide Agent with prompt written notice in the event any Credit Party is required to spend more than $100,000 individually or $500,000 in the aggregate to comply with any Environmental Laws that have been promulgated and enacted by a Governmental Authority throughout the term of this Agreement; and (ix) file and submit truthful and complete representations, including, without limitation, applications, warranty statements and accompanying materials provided in support of such representations, submitted by the Credit Parties to obtain insurance. Without limiting the generality of the foregoing, whenever Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of any Credit Party in order to avoid any material non-compliance, with any Environmental Law which could reasonably be expected to result in the imposition of material fines or penalties or otherwise materially and adversely affect the business, assets or prospects of the Credit Parties on a Material Adverse Effect consolidated basis, and Credit Parties have not contested such non-compliance in good faith and by proper proceedings with the appropriate Governmental Authority, the Credit Parties shall, at Agent’s request and Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to Agent to conduct, as applicable, such reasonable assessments, investigations or tests of the site where any Credit Party’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Agent a report as to such non-compliance setting forth the results of such assessments, investigations or tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (iiiii) written notice provide to Agent a supplemental report of a violation, citationsuch engineer whenever the scope of such non-compliance, or other administrative order from the applicable Credit Party’s response thereto or the estimated costs thereof, shall change in any material respect. The Credit Parties acknowledge and agree that neither the Loan Documents nor the actions of Agent or any Lender pursuant thereto, taken alone, shall operate or be deemed (i) to place upon Agent or any Lender any responsibility for the operation, control, care, service, management, maintenance or repair of property or facilities of the Credit Parties or (ii) to make Agent or any Lender the “owner” or “operator” of any property or facilities of the Credit Parties or a Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.“responsible party” within the meaning of applicable Environmental Laws. LEGAL_US_E # 82813718.8

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 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 set forth in Schedule 4.22(a), each of the Excluded Entities) free Subject Companies has been and is in material compliance with all Environmental Laws, and the Seller Parties are not aware of any Environmental Liens facts, circumstances, or post bonds or other financial assurances sufficient conditions that would require significant capital expenditures to satisfy maintain compliance in the obligations or liability evidenced by such Environmental Liens,future. (b) ComplyEach of the Subject Companies has obtained all licenses, in all material respectspermits, with approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the “Environmental Permits”) required for the operation of its business, all of which are listed in Schedule 4.22(b). Except as set forth in Schedule 4.22(b), each Environmental Permit is valid and provide in good standing, and any renewal application required to Administrative Agent documentation keep each Environmental Permit in effect has been timely filed, and none of such compliance which Administrative Agent reasonably requeststhe Subject Companies is in default or breach of any Environmental Permit, except such non-compliance thatand no proceeding is pending or, individually to the knowledge of Sellers, threatened to revoke, deny, condition or in limit the aggregate, could not reasonably be expected to result in a Material Adverse Effect,renewal of any Environmental Permit. (c) Promptly notify Administrative Agent Except as set forth in Schedule 4.22(c), none of the Subject Companies has used or expressly permitted to be used, except in material compliance with all Environmental Laws in effect at the time, any of its currently or formerly owned or leased properties, facilities or Vessels to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Material. (d) Except as set forth in Schedule 4.22(d), none of the Subject Companies has received any notice of or been prosecuted for an offense alleging, non-compliance with or liability under any Environmental Law or requesting information with respect to an investigation pursuant to CERCLA, or any foreign or state counterpart thereto, or any other Environmental Law. Except as set forth in Schedule 4.22(d), there are no outstanding orders requiring Remedial Actions with respect to the businesses or currently or formerly owned or leased properties of any release of which the Subject Companies, nor is Seller Party aware of any Loan Party has knowledge of a Hazardous Material in any reportable quantity from condition or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which circumstance that could reasonably be expected to result require Remedial Actions. (e) To the knowledge of Sellers and except as disclosed in a Material Adverse EffectSchedule 4.22(e), there are no pending or proposed changes to any Environmental Law that would render illegal or restrict any service provided by any of the Subject Companies, or require significant capital expenditures by the owner or operator of the assets of any of the Subject Companies to achieve or maintain compliance. (f) Except as set forth in Schedule 4.22(f), and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into except in compliance with applicable all Environmental LawLaws, andthere has been no Release of any Hazardous Material on, into, under, or from the currently or formerly owned or leased properties, facilities, Vessels or other assets of any of the Subject Companies that could reasonably be expected to require Remedial Actions. All Hazardous Materials used in whole or in part by any of the Subject Companies or resulting from its business have been disposed of, treated, transported and stored in compliance with all Environmental Laws. Schedule 4.22(f) lists the names and business addresses of the facilities or enterprises used by any of the Subject Companies for the offsite disposal or treatment of Hazardous Materials during the preceding five (5) years. (dg) PromptlyExcept as disclosed in Schedule 4.22(g), but there is not now, and to the knowledge of Sellers, there has never been, on or in any event within ten (10) Business Days of its receipt thereofcurrently or formerly owned or leased properties, provide Administrative Agent with written notice of facilities, Vessels or other assets, any of the following: (i) any underground storage tanks; (ii) any landfills, dumps, or surface impoundments; (iii) any Remedial Action; and (iv) any asbestos-containing materials. (h) None of the Subject Companies has received any notice that it is potentially responsible for a federal, provincial, municipal, local or other clean-up site or other corrective action under any Environmental Laws. None of the Subject Companies has received any request for information in connection with an Environmental Lien has been filed inquiry from any Governmental Body with respect to its use of any disposal sites. (i) No judicial or administrative proceedings are pending or, to the knowledge of Sellers, threatened against any of the real Subject Companies alleging the violation of or personal property seeking to impose liability pursuant to any Environmental Law and there are no investigations pending or, to the knowledge of Sellers, threatened against any of the Subject Companies under any Environmental Law. (j) Seller Parties have made available to Buyer true and complete copies of all environmental and health and safety related audits, evaluations, investigations assessments, studies, sampling or similar reports, or tests in the custody or control of any of the Subject Companies relating to any of the Subject Companies or any of their respective currently or formerly owned or leased properties, facilities, Vessels or other assets. (k) Each of the Subject Companies has timely made all filings and timely submitted all reports required under any Environmental Laws. (l) Except as set forth in Schedule 4.22(l), no Hazardous Material is required to be removed, encapsulated or abated, and no Remedial Action is otherwise required under any Environmental Laws, with respect to any currently and to the knowledge of Sellers, formerly owned or leased property, Vessel, facility or other asset of the Subject Companies. Except as set forth in Schedule 4.22(l), none of the Subject Companies has any liability for the exposure of employees or third parties to Hazardous Materials. (m) Except as set forth in Schedule 4.22(m), none of the Subject Companies is required under any Environmental Laws by virtue of the transactions set forth herein and contemplated hereby, or as a Loan Party or its Subsidiaries condition to the effectiveness of any transactions contemplated hereby, (excluding the Excluded Entities)i) to perform a site assessment of Hazardous Materials, (ii) commencement of to remove or remediate any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)Hazardous Materials, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written to give notice of a violation, citationto or receive approval from any Governmental Body (other than as necessary to transfer, or to allow Buyer to operate under, Environmental Permits required under Environmental Laws), or (iv) to record or deliver to any person or entity (other administrative order from a Governmental Authority that could reasonably be expected than Buyer) any disclosure document or statement pertaining to result in a Material Adverse Effectenvironmental matters.

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 ▇▇▇▇▇ abate said release or otherwise to come into compliance with applicable Environmental applica▇▇▇ ▇nvironmental 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) [Intentionally Omitted] (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.

Environmental. Each Loan Party Parent Borrower will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep keep any property either owned or operated by any Loan Party Parent Borrower 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, in each case, other than Permitted Liens, (b) Comply, in all material respects, comply with Environmental Laws applicable to Parent Borrower and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsits Subsidiaries, except such non-compliance that, individually or in if the aggregate, could failure to so comply would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly promptly, but in any event within 5 Business Days after Parent Borrower has knowledge thereof, notify Administrative Agent of any release of which any Loan Party Parent Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Parent Borrower 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 pursuant to come into compliance with applicable Environmental Law, except if the failure to take such Remedial Actions would not reasonably be expected to result in a Material Adverse Effect, and (d) Promptlypromptly, but in any event within ten (10) 5 Business Days of after 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 Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action (or written notice that an Environmental Action will be be) filed against a Loan Party Parent 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 to Parent Borrower or any Subsidiary from a Governmental Authority pursuant to applicable Environmental Laws, in each case of clauses (ii) and (iii), that has resulted in, or could result in, Environmental Liabilities 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,Except as disclosed on Schedule 3.13 or Schedule 2.1(c)(I): (a) Keep To Seller's knowledge, there have been, and there exist, no events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law, or form the basis for any Environmental Action, with respect to Seller or WWTI (with respect to the Business) or the Subsidiaries, or any Real Property or property either owned subject to the Leases, which liability, loss or operated by expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. None of Seller, WWTI, or any Loan Party or its of the Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) has received any written notice from any governmental authority or other person, and to the Excluded Entities) free knowledge of Seller, no such notice has been issued to any other Person which indicates the occurrence or existence of events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Liens Law or post bonds form the basis for any Environmental Action with respect to Seller or WWTI (with respect to the Business), the Divisions or Subsidiaries (other financial assurances sufficient than any Minority Subsidiary) or the Real Property or property subject to satisfy the obligations Leases, in each case which liability, loss or liability evidenced by such expense or Environmental Liens,Action could reasonably be expected to have a Material Adverse Effect. (b) ComplyNo Hazardous Material is being or, to Seller's knowledge, has been, Released on or to any property or facility owned, leased, or operated by Seller or WWTI (with respect to the Business), the Subsidiaries (other than any Minority Subsidiary) or the Divisions in such manner that under any Environmental Law: (i) would impose liability for damages, investigation, or Response Actions that could reasonably be expected to have a Material Adverse Effect; (ii) would affect the value of the Domestic Assets, Divisions or Subsidiaries (other than any Minority Subsidiary) (or their respective businesses, property or assets) that could reasonably be expected to have a Material Adverse Effect; or (iii) would result in the imposition of a Lien (other than Permitted Exceptions) on the property or assets of the Divisions or Subsidiaries (other than any Minority Subsidiary). No notice of any restriction on present or future use is required to be placed at any Real Property or property subject to a Lease or in any deed to any Real Property, which restriction could reasonably be expected to materially interfere with the continued use of such Real Property or property subject to a Lease in the conduct of normal business operations. (c) No Hazardous Material has been Released at any other site by the Divisions or Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) or by any contractor or agent acting on their behalf during the applicable period (including but not limited to any person transporting or distributing Hazardous Materials on behalf of the Divisions or Subsidiaries, other than any Minority Subsidiary) in such manner that under any Environmental Law would impose liability for damages, investigation, or Response Actions, which liability could reasonably be expected to have a Material Adverse Effect. (d) To Seller's knowledge, any underground or aboveground storage tanks and associated piping currently on the Real Property are in sound condition and have been properly maintained, tested and monitored in compliance with applicable Environmental Laws in all material respects, and no spills or leaks have occurred from or in relation with such tanks and piping on the Real Property or property subject to a Lease, which spills or leaks could reasonably be expected to have a Material Adverse Effect. To Seller's knowledge, any tanks on the Real Property or property subject to a Lease which were previously removed from service while such property was controlled by a Division or Subsidiary (while affiliated with Seller and excluding Minority Subsidiaries) have been properly closed, in compliance with all applicable Environmental Laws and provide Laws. With respect to Administrative Agent documentation of each such compliance tank which Administrative Agent reasonably requestshas been removed from service or closed, except for instances which would not have a Material Adverse Effect, testing and observations confirm either that there were no spills, leaks or other contamination related to such non-compliance thattanks and associated piping, individually or that any such contamination has been removed. (e) Seller, WWTI (with respect to the Business), and the Subsidiaries (other than any Minority Subsidiary) possess all Environmental Approvals required for the conduct of the Business and the operations on, and uses of, the Real Property and property subject to the Material Leases, in the aggregatemanner in which the Business, operations and uses are currently being conducted, except where the failure to do so could not reasonably be expected to result materially interfere with such Business, operations or use. Schedule 3.13 sets forth a list of all such Environmental Approvals, identifying the nature thereof. All such Environmental Approvals are in a Material Adverse Effect, (c) Promptly notify Administrative Agent of full force and effect, and each such Environmental Approval is final, any release of which any Loan Party has fixed period for appeal or review having elapsed. To the knowledge of Seller, WWTI and the Subsidiaries, no suit, action, proceeding or appeal is pending or threatened to revoke, suspend or materially and adversely modify (except the permitting process at WCAI) any such Environmental Approval. Neither Seller, WWTI, nor any Division or Subsidiary (other than a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded EntitiesMinority Subsidiary) 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 has received 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 it is in material violation of any such Governmental Approval. (f) Seller, WWTI (with respect to the Business), the Divisions and Subsidiaries (other than any Minority Subsidiary) have made all Governmental Filings required under all applicable Environmental Laws with respect to the conduct of the Business and the operations on, and use of, the Real Property and property subject to the Leases, in the manner in which the Business, operations and use are currently being conducted, expect for such filings, the absence of which could not reasonably be expected to result in a Material Adverse Effectmaterially interfere with such Business, operations or use.

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 (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, with except to the extent that any such Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thatLiens, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (b) Comply, in all respects, with Environmental Laws, except to the extent that any such non-compliance, individually or in the aggregate, would 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 the Excluded Entities) Subsidiaries, which could release would 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, 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 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 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 Authority, in each case of (i), (ii) and (iii) that could would 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 Borrowers or its their 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 requestsLaws, except for such non-compliance that, individually or in the aggregate, could noncompliance that would not reasonably be expected to result in a Material Adverse EffectChange, (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 Borrower or its Subsidiaries (excluding the Excluded Entities) which Subsidiaries, if said release could reasonably be expected to result in have a Material Adverse EffectChange, and take any Remedial Actions to the extent required by applicable Environmental Law 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 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 any 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 any Borrower or its Subsidiaries (excluding the Excluded Entities)which, in either caseif adversely determined, that could would reasonably be expected to result in a Material Adverse Effect losses in an aggregate amount of $5,000,000 or more, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect.losses in an aggregate amount of $5,000,000 or more. \66176107.6

Environmental. (a) Each Loan Party will, and will cause each shall (i) keep all 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) Real Property free of any Environmental Liens or post bonds or (other financial assurances sufficient to satisfy the obligations or liability evidenced by such than Permitted Liens), other than 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, Liens that could not reasonably be expected to result in a Material Adverse Effect, , (cii) Promptly notify Administrative Agent comply, and take all commercially reasonable steps to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in all material respects and provide to Agents any documentation of such compliance which the Required Lenders may reasonably request, except for such noncompliance that could not reasonably be expected to result in a Material Adverse Effect, (iii) maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws, except where the failure to maintain or comply could not reasonably be expected to result in a Material Adverse Effect, (iv) take commercially reasonable steps to prevent any release Release of which Hazardous Materials from any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party, except to the extent such Release would not reasonably be expected to result in a Material Adverse Effect, (v) ensure that there are no Hazardous Materials present on or at or migrating from any property owned or operated by any Loan Party, except to the extent that any such presence or migration would not reasonably be expected to result in a Material Adverse Effect, (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law that could reasonably be expected to result in a Material Adverse Effect, to the extent required by Environmental Law or any Governmental Authority, (vii) to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of the Required Lenders, that could reasonably be expected to result in a Material Adverse Effect, to the extent required by Environmental Law or any Governmental Authority, and (viii) provide Agents all data, information and reports generated in connection with any of the foregoing matters (in each case subject to the limitations set forth in Section 5.1). (b) The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify Agents in writing after obtaining knowledge of (A) a material Release 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) any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or its Subsidiaries predecessor in interest or concerning any Real Property, (excluding C) any failure to comply with Environmental Law in all material respects at any Real Property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (D) any condition on any real property adjoining or in the Excluded Entitiesvicinity of any Real Property that could reasonably be expected to 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) which any notice of Environmental Lien filed against any Real Property, in each case (A) through (E), that could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required (ii) provide such other documents and information as reasonably requested by Required Lenders in relation 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 Entitiesforegoing matters set forth in Section 5.9(b)(i), (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 Except (in the case of its Subsidiaries clause (excluding a) or (b) below) where the Excluded Entities) to,failure to do any of the following could not individually or in the aggregate reasonably be expected to have a Material Adverse Change: (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of any 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, (b) Comply, in all material respects, Comply with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsrequests in writing; (provided, except such non-compliance that, individually or in the aggregate, could not reasonably obligations of each Loan Party and its Subsidiaries to comply with Environmental Laws with respect to the ▇▇▇▇▇▇▇▇▇ Legacy Environmental Conditions shall be expected subject to result in a Material Adverse Effectthe terms of the Environmental Claims Settlement Agreement), (c) Promptly notify Administrative Agent of any release release, except with respect to the ▇▇▇▇▇▇▇▇▇ Legacy Conditions, 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 or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, any Subsidiary of any Loan Party and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, except for such release which could not individually or in the aggregate reasonably be expected to have a Material Adverse Change (provided, that, the obligations of each Loan Party and its Subsidiaries to take Remedial Actions required by Environmental Laws with respect to the ▇▇▇▇▇▇▇▇▇ Legacy Environmental Conditions shall be subject to the terms of the Environmental Claims Settlement Agreement), 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) written notice that an Environmental Lien has been filed against any of the material real or personal property of a any Loan Party or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of any Loan Party, (ii) 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)Party, 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 under Environmental Laws which (in the case of clause (ii) or (iii) above) could individually or in the aggregate reasonably be expected to result in have 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, 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 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 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(a) The Borrower will deliver to the Administrative Agent as soon as reasonably practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, and will cause each a copy of any written communications with respect to (i) any Environmental Claim against the Borrower 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 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 would reasonably be expected to result in have a Material Adverse Effect, ; (cii) Promptly notify Administrative Agent any Release by, or Hazardous Materials Activity of, the Borrower 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 could that would reasonably be expected to result in have a Material Adverse Effect; and (iii) any request made to the Borrower or any of its Subsidiaries for information from any Governmental Authority in connection with such Governmental Authority is investigating whether the Borrower or any of its Subsidiaries may be responsible or otherwise liable for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect. (b) The Borrower shall reasonably promptly take, and shall cause each of its Subsidiaries to promptly take any Remedial Actions required and all actions reasonably necessary 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 cure any violation of or noncompliance with any Environmental Lien has been filed against Law by the Borrower or their Subsidiaries and appropriately address any Release or threatened Release of Hazardous Materials by Borrower or their Subsidiaries to the extent required under Environmental Law at or from any real property or facility owned, leased or operated by the 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)Subsidiaries, in either each case, that could would 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 Borrower or any of a violationits Subsidiaries and discharge any obligations it may have to any Person thereunder, citationin each case, or other administrative order from a Governmental Authority that could where failure to do so would 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 To Seller's knowledge, except as set forth on Schedule 2.18, there is no uncured violation of any property either Environmental Law that (i) has given rise to a current obligation of any of the Terminals Companies to undertake a "Response Action" or a "Removal Action" (as such terms are defined pursuant to CERCLA) and (ii) would reasonably be expected to have a Material Adverse Effect at any site or facility currently owned or operated by any Loan Party or its Subsidiaries (excluding of the Excluded Entities) free of any Environmental Liens or post bonds or Terminals Companies. Except as set forth on Schedule 2.18 and 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 than those matters that 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 during the last five years, to ▇▇▇▇▇ said release Seller's knowledge, there have been no notices 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 complaints received by any of the following: (i) notice that Terminals Companies alleging a violation of an Environmental Lien has been Law at any current or former site or facility that was at any time owned or operated by the Terminals Companies. (b) To Seller's knowledge, the Terminals Companies have timely filed against any of all reports and notifications, and have generated and maintained all records and data concerning their operations as are required under applicable Environmental Laws, except where the real failure to so file, generate 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 maintain would 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 have a Material Adverse Effect. (c) Except as set forth on Schedule 2.18, there is no civil, criminal or administrative action, suit, demand, claim, notice of violation, investigation or proceeding pending or, to Seller's knowledge, threatened against the Terminals Companies in connection with the conduct of their business relating to or arising under any Environmental Laws. (d) Except as disclosed on Schedule 2.18, since January 1, 1990, the Terminals Companies have not owned, leased or operated a site that (i) pursuant to CERCLA or any similar state or foreign law, has been placed or is proposed to be placed by any Governmental Authority on the "National Priorities List" or similar state or foreign list, as in effect as of the Closing Date, or (ii) is involved with any voluntary cleanup program sponsored by a Governmental Authority. (e) Except as disclosed on Schedule 2.18 and except as would not reasonably be expected to have a Material Adverse Effect, since January 1, 1990, none of the Terminals Companies has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign law with respect to any site, and no Hazardous Substances generated, transported or disposed of by or on behalf of the Terminals Companies have been found at any site where a Person has made written demand on any Terminals Company to conduct or pay for a remedial investigation, removal or other response action pursuant to any Environmental Law. (f) Except as set forth on Schedule 2.18 and except as would not reasonably be expected to have a Material Adverse Effect, there is no provision of any lease, purchase agreement, sale

Environmental. Each Loan Party will, (i) TransGlobe 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 have been since January 1, 2019 and 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, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except such non-compliance thatas has not had and would not reasonably be expected to, individually or in the aggregate, could not have a TransGlobe Material Adverse Effect. (ii) There have been no Releases in violation of Environmental Laws within the current or to the knowledge of TransGlobe, prior ownership, possession or control of either of TransGlobe or its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent claim, notice, complaint, penalty, prosecution or any other judicial or administrative proceeding arising out of any release Environmental Laws against TransGlobe or any of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from its Subsidiaries, that have not had, or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could would not reasonably be expected to result to, 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 (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 TransGlobe Material Adverse Effect. (iii) There are no pending claims, notices, complaints, penalties, prosecutions or any other judicial or administrative proceedings issued against TransGlobe or any of its Subsidiaries arising out of any Environmental Laws, except for any such claims that has not had and would not reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect. (iv) To the knowledge of TransGlobe, there has not been: (A) any written Order that remains outstanding which relates to Environmental Laws that would reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect; or (B) any written demand or notice that remains outstanding with respect to a material breach of any Environmental Law in each case applicable to TransGlobe or any of its Subsidiaries, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect.

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 Borrower or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of a Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLiens except for any Environmental Liens that do not attach to ABL Priority Collateral and that could not reasonably be expected to cause a Material Adverse Effect, (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 Borrower 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 the Excluded Entities) which could reasonably be expected to result in any Subsidiary of a Material Adverse Effect, Borrower 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; provided, however, that neither any Borrower nor any Subsidiary of any Borrower shall be required to take any Remedial Action to the extent that (i) its obligation to do so is subject to a Permitted Protest or (ii) its failure to do so could not reasonably be expected to result in a Material Adverse Effect, 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 material real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Borrower, (ii) commencement of any Environmental Action that could reasonably be expected to have a Material Adverse Effect or written notice that such an Environmental Action will be filed against a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Borrower, 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 Borrowers or its their 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 requestsLaws, except for such non-compliance that, individually or in the aggregate, could noncompliance that would not reasonably be expected to result in a Material Adverse EffectChange, (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 Borrower or its Subsidiaries (excluding the Excluded Entities) which Subsidiaries, if said release could reasonably be expected to result in have a Material Adverse EffectChange, and take any Remedial Actions to the extent required by applicable Environmental Law 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 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 127044148_2 of a Loan Party any 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 any Borrower or its Subsidiaries (excluding the Excluded Entities)which, in either caseif adversely determined, that could would reasonably be expected to result in a Material Adverse Effect losses in an aggregate amount of $5,000,000 or more, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could which, if adversely determined, would reasonably be expected to result in a Material Adverse Effectlosses in an aggregate amount of $5,000,000 or more.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding Except where the Excluded Entities) to,failure to do so would not reasonably be expected to result in a Material Adverse Effect: (a) Keep any property either owned or operated by any Acquired Financed 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) ComplyEach Acquired Financed Loan Party shall comply, in all material respects, with Environmental Laws and provide to Administrative Agent and the Lenders documentation of such compliance which Administrative Agent or any Lender 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 and the Lenders of any release Release of which any Loan Party the Borrower has knowledge of a Hazardous Material in any reportable quantity at, from or onto the Acquired Financed Loan Party Real Property or any other property owned or operated by any Acquired Financed Loan Party or its Subsidiaries (excluding including any Release identified in the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, course of any Phase II investigation conducted on behalf of Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release Release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, including any actions required to receive a “No Further Action” letter or similar confirmation from the relevant Governmental Authority evidencing completion of the remediation and compliance with Environmental Law, and provide Agent and Lenders with a copy of such No Further Action Letter or similar confirmation, 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) written notice that an Environmental Lien has been filed against any of the real or personal property of a any Acquired Financed Loan Party or its Subsidiaries (excluding the Excluded Entities)Party, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Acquired Financed Loan Party or its Subsidiaries (excluding the Excluded Entities)Party, 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 EffectAuthority.

Environmental. Each (i) Keep the Collateral free of any Environmental Lien other than Environmental Liens the validity of which is being diligently contested in good faith by appropriate actions or proceedings by a Loan Party willParty; (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 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, 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 or threatened Release from the operations of a Loan Party or any of its Subsidiaries 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 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 Administrative Agent with written notice within ten (10) days of any of the following: (A) 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 each case could reasonably be expected to result in a Material Adverse Effect; (B) notice that an Environmental Lien has been filed against any Collateral; or (C) an Environmental Claim that could reasonably be expected to result in a Material Adverse Effect; and provide such reports, documents and information in the possession of the Loan Party or any Subsidiary as the Administrative 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 Each Note Party shall (i) keep any owned and (to the extent within the Note Party’s reasonable control) leased real 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 as any such non-compliance that, individually or in the aggregate, failure could not reasonably be expected to result in a Material Adverse Effect, ; (cii) Promptly notify Administrative Agent comply, and take all commercially reasonable steps to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in all material respects and provide to the Investors any documentation of such compliance which the Investors may reasonably request, except as any release such failure could not reasonably be expected to result in a Material Adverse Effect; (iii) maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws, except as any such failure could not reasonably be expected to result in a Material Adverse Effect; (iv) take all steps within its reasonable control to prevent any Release of which Hazardous Materials from any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Note Party, except as any such failure could not reasonably be expected to result in a Material Adverse Effect; and (v) undertake or its Subsidiaries cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, in any case to the extent required by Environmental Law or any Governmental Authority, consistent with the current use of the affected real property and, upon request of the Investors, provide the Investors all data, information and reports generated in connection therewith, except as any such failure could not reasonably be expected to result in a Material Adverse Effect. (excluding the Excluded Entitiesb) which The Note Parties shall promptly (but in any event within ten (10) Business Days) (i) except as to any matter as could not reasonably be expected to result in a Material Adverse Effect, and take notify the Investors in writing (A) if any Remedial Actions required to ▇▇▇▇▇ said release becomes aware of a Release in violation of Environmental Laws in, at, on, under or otherwise to come into compliance with applicable Environmental Lawfrom any part of the real property currently owned or operated by any Note Party or any improvements constructed thereon, and (dB) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with upon receiving written notice of any of the following: (i) notice that an Environmental Lien has been filed Claims asserted against any of the Note Party, including any with respect to any real property currently or personal property of formerly owned or operated by a Loan Party or its Subsidiaries (excluding the Excluded Entities)Note Party, (iiC) commencement upon receiving written notice of any Environmental Action occurrence or written notice condition on or affecting any real property currently owned or operated by any Note Party 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 in a Material Adverse Effect any restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws, and (iiiD) upon receiving written notice of a violationan Environmental Lien with respect to Environmental Liabilities and Costs filed against any real property owned or (if relating to the conduct of any Note Party) leased by any Note Party, citation, or and (ii) provide such other administrative order from a Governmental Authority that could documents and information as reasonably be expected requested by the Investors in relation to result in a Material Adverse Effectany matter pursuant to Section 5.9(b)(i).

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 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 Borrower 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 other than those with respect to Environmental Liabilities that are the subject of a Permitted Protest, (b) Comply, in all material respects, Comply with Environmental Laws Laws, except where such noncompliance would not reasonably be expected to result individually or in the aggregate in a material Environmental Liability, 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 Borrower has knowledge of a Hazardous Material in any reportable quantity as required pursuant to any applicable Environmental Law from or onto property owned or operated by any Loan Party Borrower 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 by a Governmental Authority or applicable Environmental Law 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) five Business Days of its written 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 Real 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 or (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that to Borrower or its Subsidiaries arising under Environmental Law that, in the case of either (ii) or (iii) above, could reasonably be expected to result in a Material Adverse EffectBorrower or any Subsidiary incurring, individually or in the aggregate, material Environmental Liabilities or otherwise materially impairing the value or transferability of any Real Property owned by or operated by Borrower or any of its Subsidiaries. The matters disclosed on Schedule 4.11 to the Disclosure Letter shall be deemed exceptions to this Section 5.9.

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, Promptly 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 Front Line 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 Front Line 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 or the Required Lenders reasonably requests, except such non-compliance 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 Front Line Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Front Line 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 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 Front Line 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 Front Line Loan Party 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 could reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party Borrower will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) and each Guarantor to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Restricted Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens that would reasonably be expected to result in a Material Adverse Effect, 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 applicable to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsit, except such non-compliance thatwhere the failure to do so, 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 Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Restricted Subsidiaries (excluding the Excluded Entities) which could that would reasonably be expected to result in a Material Adverse Effect, Effect and take any Remedial Actions 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 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 Borrower or its Restricted Subsidiaries (excluding the Excluded Entities)that would reasonably be expected to result in a Material Adverse Effect, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Borrower or its Restricted Subsidiaries (excluding the Excluded Entities), in either case, that could would 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 could would reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party Parent Borrower will, and will cause each of its Restricted Subsidiaries (excluding the Excluded Entities) to, (a) Keep keep any property either owned or operated by any Loan Party Parent Borrower 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, in each case, other than Permitted Liens, (b) Comply, in all material respects, comply with Environmental Laws applicable to Parent Borrower and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsits Restricted Subsidiaries, except such non-compliance that, individually or in if the aggregate, could failure to so comply would not reasonably be expected to result in a Material Adverse Effect, (c) Promptly promptly, but in any event within 5 Business Days after Parent Borrower has knowledge thereof, notify Administrative Agent of any release of which any Loan Party Parent Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Parent Borrower 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 to ▇▇▇▇▇ said release or otherwise pursuant to come into compliance with applicable Environmental Law, except if the failure to take such Remedial Actions would not reasonably be expected to result in a Material Adverse Effect, and (d) Promptlypromptly, but in any event within ten (10) 5 Business Days of after 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 Borrower or its Subsidiaries (excluding the Excluded Entities)Restricted Subsidiaries, (ii) commencement of any Environmental Action (or written notice that an Environmental Action will be be) filed against a Loan Party Parent Borrower 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 to Parent Borrower or any Restricted Subsidiary from a Governmental Authority pursuant to applicable Environmental Laws, in each case of clauses (ii) and (iii), that has resulted in, or could result in, Environmental Liabilities that could reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Note Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (aA) Keep any property either owned or operated by any Loan Note 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, (bB) Comply, in Comply with all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such other than Environmental Laws the non-compliance thatwith which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (cC) Promptly notify Administrative Trustee and Collateral Agent and Holders of any release of which any Loan Note Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Note 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 ▇a▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, other than releases which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (dD) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Trustee and Collateral Agent and Holders with written notice of any of the following: to the extent,in the case of clauses (ii) and (iii), any of the following could reasonably be expected to have a Material Adverse Effect: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Note 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 Note Party 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 could reasonably be expected to result in a Material Adverse EffectAuthority.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property Except as could, 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, , the Credit Parties and each of their respective Subsidiaries are and have been in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing, or have done, business (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material including obtaining, maintaining in any reportable quantity from full force and effect, and complying with all permits, approvals, certificates, licenses and other authorizations required under Environmental Laws). Except as could, either individually or onto property owned or operated by any Loan Party or its Subsidiaries (excluding in the Excluded Entities) which could aggregate, not reasonably be expected to result in a Material Adverse Effect, and take none of the Credit Parties or any Remedial Actions required of their respective Subsidiaries has become subject to ▇▇▇▇▇ said release any pending or otherwise to come into compliance with applicable threatened in writing Environmental Claim or any other liability under any Environmental Law. Except as could, and (d) Promptlyeither individually or in the aggregate, 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 not reasonably be expected to result in a Material Adverse Effect, there are no conditions relating to any currently or formerly owned, leased or operated Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries. 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 and, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such Real Property. (b) Except as could, either individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect, 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, leased or operated Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location in a manner that could reasonably be expected to constitute a violation of any Environmental Law or that could give rise to an Environmental Claim. (c) Each Credit Party has made available to the Agent copies of all existing 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 or the environmental condition of any currently or formerly owned, leased or operated Real Property, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession, custody or reasonable control.

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 applicable Environmental Laws and Environmental Permits and provide to Administrative Agent documentation the Collateral Agent, upon request, an annual certification of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in compliance; (iii) provide the aggregate, could not reasonably be expected to result in a Material Adverse Effect, Agents 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 any reportable quantity from or onto any asset, property or business at any time owned or operated by it or any Loan Party of its Subsidiaries, to the extent such Release must be reported to any Governmental Authority 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 ▇▇abate said Release; (iv) provide the Agents with written notice withi▇ ▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days days of its the receipt thereof, provide Administrative Agent with written notice of any of the following: (iA) notice that an Environmental Lien has been filed against any property of the real or personal property of a Parent, 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 the Parent, 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 have 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, without limitation, attorney, consultant and other professional advisors' fees, investigation and laboratory fees, court costs and litigation expenses) arising out of a violationor relating to any request for information, citationinvestigation, lawsuit brought or other administrative threatened, settlement reached or order from by a Governmental Authority that could reasonably be expected arising out of or relating to result in a Material Adverse Effectthe presence or Release of such Hazardous Materials.

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)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 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, (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 Note Party will, shall (and will shall cause each of its Subsidiaries to) (excluding the Excluded Entitiesi) to, (a) Keep 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, with all Environmental Laws and provide to Administrative Agent the Agents any documentation of such compliance which Administrative any 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, Agents written notice within five (c5) Promptly notify Administrative Agent Business Days of receipt of notice 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 or of its Subsidiaries (excluding the Excluded Entities) which could would reasonably be expected to result in a Material Adverse Effect, liability in excess of One Hundred Thousand Dollars ($100,000) and take any Remedial Actions remedial actions required to ▇▇▇▇▇ said release or otherwise to come into compliance Release; and (iv) provide the Agents with applicable Environmental Law, and (d) Promptly, but in any event written notice within ten (10) Business Days days after any Note Party or any of its receipt thereof, provide Administrative Agent with written notice of Subsidiaries receives any of the following: (iA) written notice that an Environmental Lien has been filed against any property of any Note Party or any of its Subsidiaries; (B) written notice of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action Claim or written notice that an Environmental Action Claim will be filed against a Loan any Note Party or any of its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, that could each case which would reasonably be expected to result in a Material Adverse Effect liability in excess of One Hundred Thousand Dollars ($100,000); 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 have a Material Adverse Effect, except, in the case of the foregoing clauses (i) and (ii), to the extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party willExcept as set forth in Schedule 3.10 of the Contributor Disclosure Schedules, 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, for matters that could not reasonably be expected to result in a have an ETG Material Adverse Effect,: (a) ETG, the ETG Assets and the ETG Business have complied and are in compliance with Environmental Laws; (b) Contributor has complied, is in compliance with, and has obtained all Permits required under Environmental Laws in connection with the ETG Assets, the operation of the ETG Assets and the ETG Business, and all such Permits are valid and currently in full force and effect, free from breach and there are no Proceedings pending to revoke or limit any of such Permits; (c) Promptly notify Administrative Agent ETG, the ETG Assets and the ETG Business are not subject to any pending or, to the Knowledge of Contributor or ETG, threatened Proceeding pursuant to Environmental Laws, nor has Contributor or any release of which its Subsidiaries received any Loan Party written notice of actual or alleged violation, noncompliance, or enforcement or any notice of investigation or remediation from any Governmental Authority pursuant to Environmental Laws (including designation as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended); (d) There has knowledge been no Release of a Hazardous Material in any reportable quantity Substance on or from the ETG Assets or from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding in connection with the Excluded Entities) which could operation of the ETG Business in a manner that would reasonably be expected to result in a Material Adverse Effectgive rise to any response cost, and take any Remedial Actions required or remedial or corrective action Obligations pursuant to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andLaws; (de) PromptlyTo the Knowledge of Contributor or ETG, but there has been no exposure of any Person or property to any Hazardous Substances in any event within ten connection with the ETG Assets that would reasonably be expected to form the basis of a material claim for damages or compensation; (10f) Business Days None of its receipt thereof, provide Administrative Agent with written notice of the following exists at any of the followingETG Assets: (i) notice that an Environmental Lien has been filed against any of the real under or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)above-ground storage tanks, (ii) commencement of asbestos containing material in any Environmental Action form or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)condition, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citationmaterials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas; (g) Neither Contributor nor any of its predecessors or Affiliates has, either expressly or by operation of Law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other administrative order from a Governmental Authority that could reasonably be expected Person relating to result in a Material Adverse EffectEnvironmental Laws; and (h) No facts, events or conditions relating to ETG, the ETG Assets or the ETG Business, nor Contributor or any of its predecessors or Affiliates, will prevent, hinder, or limit continued compliance with Environmental Laws or give rise to any damages or any other Obligations under Environmental Laws. This Section 3.10 contains the sole and exclusive representations of Contributor with respect to Environmental Laws, Hazardous Substances and 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, Comply with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such 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 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) 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 that, individually or in the Excluded Entities)aggregate, could reasonably be expected to result in a Material Adverse Effect, (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 reasonably be expected to result in a Material Adverse Effect Effect, and (iii) written notice regarding any Environmental Liability of a violationthe Parent and/or its Subsidiaries in an amount 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 Effect.

Environmental. Each Loan Party The 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 Borrower or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Borrower’s or its Subsidiaries’ 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 any material non-compliance which Administrative Agent reasonably requests, requests except for such non-compliance thatwith which, 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 the Borrower 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 the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with with, in all material respects, applicable Environmental LawLaw except for such release which, andindividually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (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 Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against, or written notice that an a material Environmental Action will be filed against a Loan Party against, 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 material notice of violation, citation, or other administrative order from a Governmental Authority that Authority, and (e) If the Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to undertake, and/or to cause any of its Subsidiaries, and use commercially reasonable efforts to cause its tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, and could not reasonably be expected to result in in, a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,Except as disclosed on Schedule 3.13 or Schedule ------------- -------- 2.1(c)(I): --------- (a) Keep To Seller's knowledge, there have been, and there exist, no events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law, or form the basis for any Environmental Action, with respect to Seller or WWTI (with respect to the Business) or the Subsidiaries, or any Real Property or property either owned subject to the Leases, which liability, loss or operated by expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. None of Seller, WWTI, or any Loan Party or its of the Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) has received any written notice from any governmental authority or other person, and to the Excluded Entities) free knowledge of Seller, no such notice has been issued to any other Person which indicates the occurrence or existence of events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Liens Law or post bonds form the basis for any Environmental Action with respect to Seller or WWTI (with respect to the Business), the Divisions or Subsidiaries (other financial assurances sufficient than any Minority Subsidiary) or the Real Property or property subject to satisfy the obligations Leases, in each case which liability, loss or liability evidenced by such expense or Environmental Liens,Action could reasonably be expected to have a Material Adverse Effect. (b) ComplyNo Hazardous Material is being or, to Seller's knowledge, has been, Released on or to any property or facility owned, leased, or operated by Seller or WWTI (with respect to the Business), the Subsidiaries (other than any Minority Subsidiary) or the Divisions in such manner that under any Environmental Law: (i) would impose liability for damages, investigation, or Response Actions that could reasonably be expected to have a Material Adverse Effect; (ii) would affect the value of the Domestic Assets, Divisions or Subsidiaries (other than any Minority Subsidiary) (or their respective businesses, property or assets) that could reasonably be expected to have a Material Adverse Effect; or (iii) would result in the imposition of a Lien (other than Permitted Exceptions) on the property or assets of the Divisions or Subsidiaries (other than any Minority Subsidiary). No notice of any restriction on present or future use is required to be placed at any Real Property or property subject to a Lease or in any deed to any Real Property, which restriction could reasonably be expected to materially interfere with the continued use of such Real Property or property subject to a Lease in the conduct of normal business operations. (c) No Hazardous Material has been Released at any other site by the Divisions or Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) or by any contractor or agent acting on their behalf during the applicable period (including but not limited to any person transporting or distributing Hazardous Materials on behalf of the Divisions or Subsidiaries, other than any Minority Subsidiary) in such manner that under any Environmental Law would impose liability for damages, investigation, or Response Actions, which liability could reasonably be expected to have a Material Adverse Effect. (d) To Seller's knowledge, any underground or aboveground storage tanks and associated piping currently on the Real Property are in sound condition and have been properly maintained, tested and monitored in compliance with applicable Environmental Laws in all material respects, and no spills or leaks have occurred from or in relation with such tanks and piping on the Real Property or property subject to a Lease, which spills or leaks could reasonably be expected to have a Material Adverse Effect. To Seller's knowledge, any tanks on the Real Property or property subject to a Lease which were previously removed from service while such property was controlled by a Division or Subsidiary (while affiliated with Seller and excluding Minority Subsidiaries) have been properly closed, in compliance with all applicable Environmental Laws and provide Laws. With respect to Administrative Agent documentation of each such compliance tank which Administrative Agent reasonably requestshas been removed from service or closed, except for instances which would not have a Material Adverse Effect, testing and observations confirm either that there were no spills, leaks or other contamination related to such non-compliance thattanks and associated piping, individually or that any such contamination has been removed. (e) Seller, WWTI (with respect to the Business), and the Subsidiaries (other than any Minority Subsidiary) possess all Environmental Approvals required for the conduct of the Business and the operations on, and uses of, the Real Property and property subject to the Material Leases, in the aggregatemanner in which the Business, operations and uses are currently being conducted, except where the failure to do so could not reasonably be expected to result materially interfere with such Business, operations or use. Schedule 3.13 sets forth a list of all such Environmental Approvals, ------------- identifying the nature thereof. All such Environmental Approvals are in a Material Adverse Effect, (c) Promptly notify Administrative Agent of full force and effect, and each such Environmental Approval is final, any release of which any Loan Party has fixed period for appeal or review having elapsed. To the knowledge of Seller, WWTI and the Subsidiaries, no suit, action, proceeding or appeal is pending or threatened to revoke, suspend or materially and adversely modify (except the permitting process at WCAI) any such Environmental Approval. Neither Seller, WWTI, nor any Division or Subsidiary (other than 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 Minority Subsidiary has received 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 it is in material violation of any such Governmental Approval. (f) Seller, WWTI (with respect to the Business), the Divisions and Subsidiaries (other than any Minority Subsidiary) have made all Governmental Filings required under all applicable Environmental Laws with respect to the conduct of the Business and the operations on, and use of, the Real Property and property subject to the Leases, in the manner in which the Business, operations and use are currently being conducted, expect for such filings, the absence of which could not reasonably be expected to result in a Material Adverse Effectmaterially interfere with such Business, operations or use.

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 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 for deed restrictions and other institutional controls that are utilized in connection with any Remedial Action at such non-compliance that, individually or in the aggregate, property and except for any other Environmental Liens that could not reasonably be expected to result in a Material Adverse Effect, ; (cii) Promptly notify Administrative Agent comply, and cause each of its Subsidiaries to comply, with all Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect; (iii) provide the Agents written notice within 10 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 Release, except, in each case, for such Releases or otherwise Remedial Actions that could not, individually or in the aggregate, reasonably be expected to come into compliance with applicable Environmental Law, and result in a Material Adverse Effect; and (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, except for deed restrictions and other institutional control that are utilized in connection with any Remedial Action 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 any Loan 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 Effect; and (iiiC) written notice of a violation, citationcitation or other administrative order, except for violations, citations, or other administrative order from a Governmental Authority orders that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Environmental. Each Loan Party willExcept as set forth in Schedule 3.10 of the Contributor Disclosure Schedules, 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, for matters that could not reasonably be expected to result in a have an ETG Material Adverse Effect,: (a) ETG, the ETG Assets and the ETG Business have complied and are in compliance with Environmental Laws; (b) Contributor has complied, is in compliance with, and has obtained all Permits required under Environmental Laws in connection with the ETG Assets, the operation of the ETG Assets and the ETG Business, and all such Permits are valid and currently in full force and effect, free from breach and there are no Proceedings pending to revoke or limit any of such Permits; (c) Promptly notify Administrative Agent ETG, the ETG Assets and the ETG Business are not subject to any pending or, to the Knowledge of Contributor or ETG, threatened Proceeding pursuant to Environmental Laws, nor has Contributor or any release of which its Subsidiaries received any Loan Party written notice of actual or alleged violation, noncompliance, or enforcement or any notice of investigation or remediation from any Governmental Authority pursuant to Environmental Laws (including designation as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended); (d) There has knowledge been no Release of a Hazardous Material in any reportable quantity Substance on or from the ETG Assets or from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding in connection with the Excluded Entities) which could operation of the ETG Business in a manner that would reasonably be expected to result in a Material Adverse Effectgive rise to any response cost, and take any Remedial Actions required or remedial or corrective action Obligations pursuant to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law, andLaws; (de) PromptlyTo the Knowledge of Contributor or ETG, but there has been no exposure of any Person or property to any Hazardous Substances in any event within ten connection with the ETG Assets that would reasonably be expected to form the basis of a material claim for damages or compensation; (10f) Business Days None of its receipt thereof, provide Administrative Agent with written notice of the following exists at any of the followingETG Assets: (i) notice that an Environmental Lien has been filed against any of the real under or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities)above-ground storage tanks, (ii) commencement of asbestos containing material in any Environmental Action form or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)condition, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citationmaterials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas; (g) Neither Contributor nor any of its predecessors or Affiliates has, either expressly or by operation of Law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other administrative order from a Governmental Authority that could reasonably be expected Person relating to result in a Material Adverse EffectEnvironmental Laws; and (h) No facts, events or conditions relating to ETG, the ETG Assets or the ETG Business, nor Contributor or any of its predecessors or Affiliates, will prevent, hinder, or limit continued compliance with Environmental Laws or give rise to any damages or any other Obligations under Environmental Laws.

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 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 the obligations or liability evidenced by such Environmental Liens, (b) Complyhave a Material Adverse Effect, comply, and cause each of its Subsidiaries 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, Agents written notice within ten (c10) Promptly notify Administrative Agent 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 or of its Subsidiaries (excluding the Excluded Entities) 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 Release; (iv) provide the Agents 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) 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 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 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 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) Real Property 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 for deed restrictions and other institutional controls that are utilized in connection with any Remedial Action at such non-compliance that, individually or in the aggregate, property and except for any other Environmental Liens that could not reasonably be expected to result in a Material Adverse Effect, ; (cii) Promptly notify Administrative Agent comply, and cause each of its Subsidiaries to comply, with all Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect; (iii) provide the Agents written notice within 10 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 Release, except, in each case, for such Releases or otherwise Remedial Actions that could not, individually or in the aggregate, reasonably be expected to come into compliance with applicable Environmental Law, and result in a Material Adverse Effect; and (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 Real Property, except for deed restrictions and other institutional control that are utilized in connection with any Remedial Action at such property or other Environmental Liens that could not reasonably be expected to result in liability in excess of $2,500,000 in the real or personal property of a Loan Party or its Subsidiaries aggregate; (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)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 Effect; and (iiiC) written notice of a violation, citationcitation or other administrative order, except for violations, citations, or other administrative order from a Governmental Authority orders that 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, (aI) 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 Liens, (b) Comply, in all material respects, with Environmental Laws and provide Liens 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, could not has or would reasonably be expected to result in have a Material Adverse Effect, (cJ) Comply with Environmental Laws where the failure to do so, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect, and provide to Agent documentation of such compliance which Agent reasonably requests, (K) 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 with applicable Environmental LawLaw where the failure to do so, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect, and (dL) 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 such violation, citation or other administrative order, 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 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 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 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 Subsidiaries for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its 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: 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 real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)and address any Release or threatened Release of Hazardous Materials at or from any real property or Facility owned, (ii) commencement leased or operated by 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)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 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(i) Keep the Collateral free of any Environmental Lien, except as could not reasonably be expected to have a Material Adverse Effect; (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 necessary for the Excluded Entities) to,conduct of its business, and comply, and cause each of its Subsidiaries to comply, with all Environmental Laws and Environmental Permits, except, in each case, to the extent the failure to so obtain, maintain, preserve or comply could not reasonably be expected to have a Material Adverse Effect; (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) Complythat, 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, 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; (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 of any of the following: (iA) a Loan Party’s obtaining knowledge 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 Loan Party’s violation of Environmental Law or Environmental Permit that in any case could reasonably be expected to result in a Material Adverse Effect; (B) any Loan Party’s receipt of written notice that an Environmental Lien has been filed against any Collateral that could reasonably be excepted to result in a Material Adverse Effect; or (C) any Loan Pary’s obtaining actual knowledge 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 Claim made in writing or its Subsidiaries (excluding the Excluded Entities)Environmental Liabilities, in either each case, that could reasonably be expected to result in a Material Adverse Effect Effect; and (iii) written notice provide such reports, documents and information as the Collateral Agent may reasonably request from time to time with respect to any of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectthe 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 the Company or any Loan other Company Indenture Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances in an amount sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,, subject to Company Indenture 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 Collateral Trustee’s Liens; (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent the Collateral Trustee documentation of such compliance which Administrative Agent the Collateral Trustee reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected subject to result Company Indenture Parties’ right to engage in a Material Adverse Effect,Permitted Protest; (c) Promptly notify Administrative Agent the Collateral Trustee (and Collateral Trustee shall promptly deliver the same to each Holder that so requests such notices) of any material release of which the Company or any Loan other Company Indenture Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Company or any Loan other Company Indenture 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 Agent the Collateral Trustee with written notice of any of the following: following (and Collateral Trustee shall promptly deliver the same to each Holder that so requests such notices): (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan any Company Indenture 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 Loan any Company Indenture 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.