Common use of Environmental Covenant Clause in Contracts

Environmental Covenant. Each of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries to: (a) comply in all material respects with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all applicable Environmental Laws and Laws, which compliance shall include maintaining all Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required bynecessary for the operation of the business, and remain in accordance withcompliance therewith, and generate, store, treat, dispose, use and otherwise handle all Hazardous Materials in compliance with all applicable Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions any noncompliance that could notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all Environmental Claims relating to its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any such claims and account for any such actions or proceedings in accordance with GAAP, and keep the Administrative Agent informed of their actions; (c) in the event of any Hazardous Material or Release or threatened Release of any Hazardous Material on, under or emanating from any Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, upon discovery thereof, take all necessary steps to initiate and expeditiously complete all investigative, response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws and account for any such actions or proceedings in accordance with GAAP, and keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, provide an environmental site assessment report concerning any Property now or hereafter owned or leased by such Loan Party or any of its respective Subsidiaries (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter“Environmental Report”), prepared by an environmental consulting firm reasonably acceptable to the Administrative AgentAgent (i) for any Property now or hereafter owned or leased by a Loan Party or any Subsidiary of a Loan Party and which is subject to a Mortgage in favor of the Administrative Agent or Requisite Lenders, indicating if a Default has occurred and is continuing, or (ii) for any Property now or hereafter owned or leased by a Loan Party or any Subsidiary of a Loan Party and with respect to which the presence Administrative Agent or absence the Requisite Lenders reasonably believe (A) the Loan Party or the Property is not in compliance with Environmental Law; (B) there is a Release or threatened Release of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Lawthe Property; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (iiC) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case identified in clause (A), (B) or (C) herein, that could reasonably be expected to have a Material Adverse Effect have, individually or in the aggregate with other aggregate, a Material Adverse Effect. The Environmental Liabilities (in such events as are listed in this paragraphReport shall, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable), indicate the presence or absence of Hazardous Materials at, on, or emanating from the Property, and include an estimate of the cost of any potential Remedial Action required by, or any corrective action for failure to comply with, Environmental Law. If any Person Loan Party fails to provide such a report the requested Environmental Report within 45 days after such request was is made, the Administrative Agent may order the same, same and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, Property to perform such an assessment in environmental assessment, provided that the grant of such access shall be subject only to the reasonable contractual rights of tenants and to those reasonable and customary restrictions and requirements imposed by a prudent property owner or operator on environmental consultants with regard to reasonable mannerqualifications, all insurance and procedures necessary to minimize damage to property, and employee health and safety. The Environmental Report shall be prepared at such Personthe Loan Party’s sole cost and expense, whether commissioned by the Loan Party, the Administrative Agent or the Requisite Lenders; and (ce) promptly, from time subject to timeclause (d) above, provide such non-privileged information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallwill, and shall will cause each of their respective its Subsidiaries to:, (a) comply use and operate all of their respective facilities and properties in all material respects compliance with all Environmental Laws Laws, keep all necessary permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in material compliance therewith, and handle all Hazardous Materials in accordance with, material compliance with all applicable Environmental Laws; provided ; (b) follow practices that no Loan Party shall be required are at least as effective as industry practices to undertake minimize and respond to spills and overfills of petroleum products; (c) respond to past and ongoing releases of petroleum-containing materials in a manner that minimizes potential liability to third parties for off-site contamination from facilities owned or leased or otherwise operated by such Borrower or any Response Action of its Subsidiaries; (d) respond to the extent past and ongoing releases of petroleum-containing materials in a manner that minimizes any likelihood that such Borrower or any of 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of knownSubsidiaries would incur costs or damages that, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually singly or in the aggregate, have, or may reasonably be expected to result in have, a Material Adverse Effectmaterial adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole; (be) at manage the written request disposition of the Administrative Agent or the Requisite Lenders, upon their reasonable belief residuals such as spent petroleum-containing material in a manner that Borrower has breached minimizes any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided likelihood that such request Borrower or any of its Subsidiaries would incur costs or damages that, singly or in the aggregate, have, or may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form have, a material adverse effect on the basis business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of an Environmental Liability that could reasonably be expected to have the Parent and its Subsidiaries, taken as a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities whole; (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to f) immediately notify the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive licenseprovide copies upon receipt of all written claims, subject complaints, notices or inquiries relating to the rights condition of tenantstheir facilities and properties or compliance with Environmental Laws, other than any claim, complaint, notice or inquiry that alleges or makes reference to perform such an assessment a violation of any Environmental Law which, if true, could result in a reasonable manner, all at such Person’s sole cost and expensepayments not in excess of $2,500,000; and (cg) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.068.1.

Environmental Covenant. Each of Holdco and The Borrower shall, and shall cause each of their respective its Subsidiaries to, and, with respect to clause (a) below, shall take all reasonable efforts to ensure that all of its tenants, subtenants, contractors, subcontractors and invitees shall: (a) comply in all material respects with all applicable Environmental Laws and obtain, comply with and maintain all necessary Governmental Approvals required under any applicable Environmental Permits applicable to its operationsLaw, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liabilityeach case, except for where such Environmental Liability and responsive actions that could notnoncompliance or failure, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) at promptly upon the written Administrative Agent's request if there has been an Event of Default which has not been fully and timely cured, permit an environmental consultant whom the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating its discretion designates to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, perform an environmental site assessment report (including, reviewing documents; interviewing knowledgeable employees and representatives of the Borrower or its Subsidiaries; and sampling and analyzing soil, air, surface water, groundwater, and/or other media in or about property owned or leased by the Borrower or its Subsidiaries, or on which may include where appropriate testing operations of the Borrower or its Subsidiaries otherwise take place). Such environmental assessment shall be in form, scope and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm substance reasonably acceptable satisfactory to the Administrative Agent. The Borrower shall, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material onshall cause its Subsidiaries to, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or cooperate fully in the aggregate with other Environmental Liabilities (in conduct of such events as are listed in this paragraphenvironmental assessment upon written demand by the Administrative Agent. The Administrative Agent shall perform, or cause its agents and representatives to perform, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide in such a report within 45 days after such request was mademanner as to minimize to the extent practicable any disruption with the conduct of operations of the involved property. Pursuant to this Section 7.1.7(b), the Administrative Agent may order shall have the sameright, and such Person but shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenantsnot have any duty, to perform request and/or obtain such an assessment in a reasonable manner, all at such Person’s sole cost and expenseenvironmental assessment; and (c) promptly, from time to time, provide such copies of information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.067.1.7 to the extent reasonably requested by the Administrative Agent from time to time.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Restricted Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all applicable Environmental Laws except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect and handle all Hazardous Materials in compliance with all applicable Environmental Permits applicable Laws, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent in accordance with Section 5.01 and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its operations, facilities and properties; conduct properties or compliance with or liability under any Environmental Law, the subject matter of which could reasonably be expected to have a Material Adverse Effect; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, upon discovery thereof, take reasonable necessary steps to initiate and expeditiously complete all Response Actions required byresponse, and corrective or other action to mitigate any such Material Adverse Effect in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action with and to the extent that its obligation to do so is being contested in good faith required by applicable Environmental Laws, and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; promptly notify the Administrative Agent and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectits actions; (bd) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Personthe Borrower’s sole reasonable cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Restricted Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating reasonable in scope and substance based upon the presence or absence circumstances of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Lawrequest; provided that such request may be made only (i) if an Event of Default there has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis an Event of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expenseDefault; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco the Loan Parties will and Borrower shall, and shall will cause each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to have Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, the applicable Loan Parties, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, the Loan Parties will provide, at such Person’s Loan Parties’ sole cost and expense, an environmental site assessment report (which may include where appropriate testing and samplingconcerning any Mortgaged Property now or hereafter owned or, inter aliato the extent such assessment can be obtained without violating the applicable lease, sampling of soil and groundwater) concerning leased by such matterPerson, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that a Loan Party or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Person or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person each Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property (to the extent, in the case of any leased property, such access can be granted without violating the applicable lease) and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco the Parent Guarantor and the Borrower shallwill, and shall will cause each of their respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, could not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in an Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such PersonLoan Party’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, including sampling of soil and groundwaterground water) concerning any Mortgaged Property now or hereafter owned or leased by such matterLoan Party or any of its respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing for not less than 60 days or (ii) if (x) the performance of such requested actions could not reasonably be expected to adversely affect the ability of the Borrower to recover from the Seller pursuant to the Seller’s indemnity obligations under the Acquisition Agreement and (y) the Administrative Agent or the Requisite Lenders reasonably believe that (A) the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or (B) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 days after such request was made, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such PersonLoan Party’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to:, (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws Laws, keep all necessary permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in compliance therewith, and handle all Hazardous Materials in accordance with, material compliance with all applicable Environmental Laws; provided that no Loan Party shall be required Laws in each case except where the failure to undertake any Response Action to comply with 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed terms of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that this clause could not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect; (b) at promptly notify the Agents and the Collateral Agent and provide copies upon receipt of all written request of the Administrative Agent claims, complaints, notices or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement inquiries relating to the condition of its facilities and properties in respect of, or as to compliance with, Environmental LawsLaws which relate to environmental matters which would have, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could would reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have have, a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the sameEffect, and such Person shall grant promptly cure and hereby grants have dismissed with prejudice any material actions and proceedings relating to compliance with Environmental Laws, except to the Administrative Agent extent being diligently contested in good faith by appropriate proceedings and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment for which adequate reserves in a reasonable manner, all at such Person’s sole cost and expense; andaccordance with GAAP have been set aside on its books; (c) promptly, from time to time, provide such information and certifications which the Administrative Agents and the Collateral Agent may reasonably request from time to time to evidence compliance with this Section 5.067.1.6; and (d) prior to acquiring any ownership or leasehold interest in any bakery or production facility, processing or packaging plant or facility or other parcel of real property having a value as determined in good faith by the Collateral Agent in excess of $15,000,000 in respect of which the Borrower or the relevant Subsidiary has obtained a written environmental assessment by an environmental consulting firm of recognized standing (an Environmental Assessment), (i) provide the Agents and the Collateral Agent with a complete copy of such Environmental Assessment as soon as possible after the Borrower's receipt thereof (but in no event less than five days prior to such Acquisition) and (ii) if requested by any Agent or the Collateral Agent, consult with and make the environmental consulting firm available to consult with any Agent or Collateral Agent concerning the results of such Environmental Assessment.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all applicable Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a material adverse effect on any Mortgaged Property, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective or other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such PersonLoan Party’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was mademade and the circumstances described in clause (i) or (ii) still exist, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such PersonLoan Party’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and Real Property in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually or in the aggregate, could not reasonably be expected to result have a Material Adverse Effect, and keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Material in compliance with all applicable Environmental Laws, except for any noncompliance which could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints, demands or notices from any Person or Governmental Authority relating to the environmental condition of its facilities and Real Property or compliance with or liability under any Environmental Law which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and promptly cure and, if such environmental condition, compliance or liability is the subject of an action or proceeding, have dismissed with prejudice or contest in good faith and, in all cases, account for in accordance with GAAP; (c) in the event of the presence of any Hazardous Material on any Real Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such Person’s Loan Party's sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Real Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating regarding the presence or absence of Hazardous Material and indicating the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property Real Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) in the case of any Mortgaged Property the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Real Property is not in compliance with Environmental Law and such noncompliance, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that Claim against such Loan Party or to result in Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused focus upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Real Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s Loan Party's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any failure to keep Environmental Permits in effect or noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) at the written request of promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or the Requisite Lenders, upon their reasonable belief that Borrower has breached notices from any representation or warranty or covenant in this Agreement Person relating to the environmental condition of its facilities and properties or compliance with, or liability under, any Environmental Laws, Law which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could would reasonably be expected to have a Material Adverse Effect individually Effect, and use its commercially reasonable efforts to promptly commence to cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) solely at all times during the CSAG Period, in the aggregate with event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, or which would reasonably be expected to result in an Environmental Liability, which violation or Environmental Liability would reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its Subsidiaries, upon discovery thereof, use commercially reasonable efforts to initiate and expeditiously complete all reasonable response, corrective and other Environmental Liabilities (action to mitigate and eliminate any such adverse effect in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the sameaccordance with, and such Person shall grant and hereby grants to the Administrative extent required by, applicable Environmental Laws, and shall keep the Collateral Agent and the Requisite Lenders and reasonably informed of their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expenseactions; and (cd) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.067.06.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to:, (a) use and operate all of their respective facilities and properties in compliance in all material respects with all Environmental Laws, keep (and, when applicable, obtain in a timely manner) all necessary material permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance in all material respects therewith, and handle all Hazardous Materials (including the disposition and storing thereof) in compliance in all material respects with all applicable Environmental Laws; (b) respond to all Releases upon or from the Realty in accordance with law and in a manner that assures and will assure that, to the maximum extent possible, State funds pay for the response to Releases; (c) promptly notify the Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to the condition of its facilities and properties or compliance with Environmental Laws; (d) comply in all material respects with all Environmental Laws governmental requirements regarding notification and Environmental Permits applicable to its operations, facilities reporting of spills and properties; conduct all Response Actions required by, releases of Hazardous Materials and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action provide to the extent that its obligation to do so is being contested in good faith Agent promptly after the receipt thereof, a copy of all required notices and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or reports in the aggregate, reasonably be expected to result in a event of any spill or release of Hazardous Material Adverse Effectupon or from the Realty; (be) promptly notify the Agent of any notice of violation, order or other enforcement action under the Environmental Laws or any request for information or notification that the Borrower or any of its Subsidiaries is a potentially responsible party at any site, or request or requirement for corrective or response action which comes to the written request attention of the Administrative Agent Borrower or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant of its Subsidiaries in this Agreement relating to connection with any Environmental Laws, and the Borrower will, and will cause each of its Subsidiaries to, notify the Agent of any action or proceeding, which request shall specify in reasonable detail the basis thereforto its knowledge is threatened or pending, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable any claim relating to the Administrative Agentexistence in, indicating on or under the presence Realty or absence of any property adjoining the Realty of, or the spilling, discharge or emission on or from the Realty or any such adjoining property of, any Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expenseMaterial; and (cf) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06Section.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, except where the failure to keep in effect such Environmental Permits, or any noncompliance with the provisions thereof, would not reasonably be expected to have a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, or which could reasonably be expected to have Environmental Liability, in each case which could reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, the Borrower will provide, at such Personthe Borrower’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased Table of soil and groundwater) concerning such matterContents by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against the Borrower or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person the Borrower fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person the Borrower shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Personthe Borrower’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower Midwest shall, and shall cause each of their respective Subsidiaries to: (a) comply in comply, and make all material respects reasonable efforts to cause other Persons to comply, with all applicable Environmental Laws and obtain, comply with and maintain all necessary Governmental Approvals required under any applicable Environmental Permits applicable to its operationsLaw, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liabilityeach case, except for where such Environmental Liability and responsive actions that could notnoncompliance or failure, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;Effect on Midwest; and (b) at promptly upon the written request of the Administrative Agent Owner Trustee, the Owner Lessor, the Owner Participant, the Lender or the Requisite LendersHolder Representative if there has been a Lease Event of Default which has not been fully and timely cured, upon their permit, and be responsible for all reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost costs and expenseexpenses incurred by, an environmental site assessment report consultant whom the Owner Participant (which may include where appropriate testing and samplingenvironmental consultant shall, inter aliaso long as the Lessor Notes are outstanding, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm be reasonably acceptable to the Administrative AgentHolder Representative) in its discretion designates to perform an environmental assessment (including, indicating reviewing documents; interviewing knowledgeable employees and representatives of Midwest; and sampling and analyzing soil, air, surface water, groundwater, and/or other media in or about property owned or leased by Midwest, or on which operations of Midwest otherwise take place). Such environmental assessment shall be in form, scope and substance reasonably satisfactory to the presence or absence of Hazardous Material and Owner Participant and, so long as the potential cost of any Remedial Action in connection with such Hazardous Material onLessor Notes are outstanding, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or Holder Representative. Midwest shall cooperate fully in the aggregate with other Environmental Liabilities (in conduct of such events as are listed in this paragraphenvironmental assessment upon written demand by the Owner Participant or the Holder Representative. The Owner Participant shall perform, or cause its agents and representatives to perform, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide in such a report within 45 days after such request was mademanner as to minimize to the extent practicable any disruption with the conduct of operations of the involved property. Pursuant to this SECTION 5.6 (b), the Administrative Agent may order Owner Participant or the sameHolder Representative shall have the right, and such Person but shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenantsnot have any duty, to perform request and/or obtain such an assessment in a reasonable manner, all at such Person’s sole cost and expenseenvironmental assessment; and (c) promptly, from time to time, provide copies of such information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.06SECTION 5.6 as the Owner Trustee, the Owner Lessor, the Owner Participant, the Lender or the Holder Representative may reasonably request from time to time.

Environmental Covenant. Each of Holdco (a) Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Subsidiaries, lessees and other Persons occupying any of its properties to:, (ai) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws Laws, keep all permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in compliance therewith, and handle all Hazardous Materials in accordance with, compliance with all applicable Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action to , except where the extent that its obligation failure to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep any of the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could foregoing would not, individually singly or in the aggregate, reasonably be expected to result in a liability exceeding a Material Adverse EffectEnvironment Amount; (bii) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief take all such actions as are necessary and appropriate so that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable no liability with respect to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request Laws may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that arise which could reasonably be expected to form result in a liability exceeding a Material Environment Amount; (iii) immediately notify the basis Agent and provide copies upon receipt of an all written claims, complaints, notices or inquiries relating to the condition of its facilities and properties or compliance with Environmental Liability that Laws, and shall promptly cure and have dismissed with prejudice to the satisfaction of the Agent any actions and proceedings relating to compliance with or liability pursuant to Environmental Laws -63- 71 which, singly or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expense; andEnvironment Amount; (civ) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.067.1.6. (b) Prior to acquiring any ownership or leasehold interest in real property, or other interest in any real property that could give rise to Holdings, the Borrower or any of their Subsidiaries being found an owner, operator or otherwise subject to potential liability under any Environmental Law, Holdings and the Borrower shall (i) obtain a written report by a reputable independent environmental consultant reasonably acceptable to the Agent (an "Environmental Consultant") of the Environmental Consultant's assessment of the presence or potential presence of significant levels of any Hazardous Material on, in, under, or about such property, or of other conditions that could give rise to a potentially significant liability under violations of any Environmental Law relating to such acquisition, and notify the Agent of such potential acquisition; and (ii) if requested by the Agent after learning of such potential acquisition, provide such report to the Agent and afford the Agent a reasonable opportunity to review and, if requested by the Agent, discuss such report with the Environmental Consultant who prepared it and a knowledgeable representative of Holdings or the Borrower, as the case may be. The Agent shall have the right, but shall not have any duty, to obtain, review, or discuss any such report. (c) Promptly upon the Agent's request if there has occurred, or the Agent reasonably anticipates the there may occur, an Event of Default, permit an environmental consultant whom the Agent in its discretion designates, subject to the approval of Holdings or the Borrower, as the case may be, which shall not be unreasonably withheld or delayed, to perform an environmental assessment on all real property owned or leased by Holdings, the Borrower or any of their Subsidiaries (including, without limitation: reviewing documents; interviewing knowledgeable persons; and sampling and analyzing soil, air, surface water, groundwater, and/or other media in or about property owned or leased by Holdings, the Borrower or any of their Subsidiaries, or on which operations of Holdings, the Borrower or any of their Subsidiaries otherwise take place.) Such environmental assessment shall be in form, scope and substance reasonably satisfactory to the Agent, subject to the approval of Holdings or the Borrower, as the case may be, which shall not be unreasonably withheld or delayed. Holdings, the Borrower and each of their Subsidiaries shall cooperate fully in the conduct of such environmental assessment, and shall therefor pay the reasonable costs of such environmental assessment promptly following the written demand therefor by the Agent. The Agent shall have the right, but not the duty to obtain such environmental report.

Environmental Covenant. Each of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries tothe Loan Parties will: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to have Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, the applicable Loan Parties, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, the Loan Parties will provide, at such Person’s Loan Parties’ sole cost and expense, an environmental site assessment report (which may include where appropriate testing and samplingconcerning any Mortgaged Property now or hereafter owned or, inter aliato the extent such assessment can be obtained without violating the applicable lease, sampling of soil and groundwater) concerning leased by such matterPerson, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that a Loan Party or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Person or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person each Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property (to the extent, in the case of any leased property, such access can be granted without violating the applicable lease) and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive licenseli- Table of Contents cense, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each member of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries tothe Restricted Group will: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not rea- sonably be expected to have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to result in have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to have Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, each applicable member of the Restricted Group, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each member of the Restricted Group will provide, at such Person’s 's sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning any Mortgaged Property now or hereafter owned or leased by such matterPerson, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that such member of the Restricted Group or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Person or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person member of the Restricted Group fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person member of the Restricted Group shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s 's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallLoan Agreement Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliances which, individually or and in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect required to operate its facilities and properties and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliances that, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all Environmental Claims which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) take all necessary steps to initiate and expeditiously complete all Remedial Actions to mitigate and eliminate the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to lead to Environmental Liability which could reasonably be expected to have a Material Adverse Effect, and keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such PersonLoan Agreement Party’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Agreement Party or any of soil and groundwater) concerning such matterits respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or Event of Termination or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that any Loan Agreement Party, any of its Subsidiaries or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Agreement Party or any of its respective Subsidiaries or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If , it being understood and agreed that if any Person Loan Agreement Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person Loan Agreement Party and each of its respective Subsidiaries shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access (during normal business hours) to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such PersonLoan Agreement Party’s sole cost and expenseexpense during normal business hours; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco the Parent Guarantor and the U.S. Borrower shallwill, and shall will cause each of their respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, could not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in an Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, each applicable U.S. Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each U.S. Loan Party will provide, at such Person’s U.S. Loan Party's sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, including sampling of soil and groundwaterground water) concerning any Mortgaged Property now or hereafter owned or leased by such matterU.S. Loan Party or any of its respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing for not less than 60 days or (ii) if (x) the performance of such requested actions could not reasonably be expected to adversely affect the ability of the U.S. Borrower to recover from the Seller pursuant to the Seller's indemnity obligations under the Acquisition Agreement and (y) the Administrative Agent or the Requisite Lenders reasonably believe that (A) the U.S. Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or (B) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such U.S. Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person U.S. Loan Party fails to provide such a report the same within 45 days after such request was made, made the Administrative Agent may order the same, and such Person U.S. Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s U.S. Loan Party's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all applicable Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a material adverse effect on any Mortgaged Property, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective or other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such Person’s Loan Party's sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided PROVIDED that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was mademade and the circumstances described in clause (i) or (ii) still exist, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s Loan Party's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco The Borrower and Borrower shallthe Guarantors will, and shall will cause each of their respective Subsidiaries to: (a) comply use and operate all of their respective facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operationsLaws, facilities and properties; conduct keep all Response Actions required bynecessary permits, approvals, certificates, licenses, and other authorizations required by applicable Environmental Laws relating to environmental matters in accordance effect and remain in material compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws; (i) as soon as possible and in any event not later than fifteen (15) Business Days after the Borrower becomes aware of the receipt thereof, notify the Administrative Agent and provide copies of all written claims, complaints, notices, or inquiries by a Governmental Authority, or any Person which has commenced a legal proceeding against the Borrower, any of the Guarantors, or any of their Subsidiaries, relating to compliance by the Borrower, any of the Guarantors or any of their Subsidiaries with, or potential liability of the Borrower, any of the Guarantors or any of their Subsidiaries under, Environmental Laws; provided that no Loan Party shall be required and (ii) with reasonable diligence cure all environmental defects and conditions which are the subject of any actions and proceedings against the Borrower, any of the Guarantors or any of their Subsidiaries relating to undertake any Response Action compliance with Environmental Laws, except to the extent that its such actions and proceedings (or the obligation of the Borrower, any of the Guarantors or any of their Subsidiaries to do so is cure such defects and conditions) are stayed or are being contested by the Borrower, any of the Guarantors or any of their Subsidiaries in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expenseproceedings; and (c) promptly, from time to time, provide such information information, access, and certifications which the Administrative Agent may reasonably request form time to time to evidence compliance with this Section 5.065.12.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Restricted Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all applicable Environmental Laws except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect and handle all Hazardous Materials in compliance with all applicable Environmental Permits applicable Laws, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its operations, facilities and properties; conduct properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, upon discovery thereof, take reasonable necessary steps to initiate and expeditiously complete all Response Actions required byresponse, and corrective or other action to mitigate any such Material Adverse Effect in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action with and to the extent that its obligation to do so is being contested in good faith required by applicable Environmental Laws, and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; promptly notify the Administrative Agent and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectits actions; (bd) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Personthe Borrower’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Restricted Subsidi- aries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating reasonable in scope and substance based upon the presence or absence circumstances of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Lawrequest; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that any Loan Party or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable); and (e) provide such information which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06. If the Borrower or any Person Restricted Subsidiary fails to provide such a report undertake the actions described in Sections 5.06(c) and 5.06(d) reasonably promptly, and in any event within 45 180 days after such request was made, the Administrative Agent may order the sameundertake such actions, and such Person shall the Borrower will grant and hereby grants grants, and will cause each such Restricted Subsidiary to grant, the Administrative Agent and the Requisite Lenders and their respective agents access to such property Mortgaged Property and the Borrower specifically grants grants, and will cause each such other Restricted Subsidiary to grant, the Administrative Agent and the Requisite Lenders an irrevocable a non-exclusive license, subject to the rights of tenants, acting reasonably and cost-effectively, to perform such an assessment in a reasonable manneractions, all at such Personthe Borrower’s sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to:, (a) comply use and operate all of their respective facilities and properties in all material respects compliance with all Environmental Laws Laws, keep all necessary permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in material compliance therewith, and handle all Hazardous Materials in accordance with, material compliance with all applicable Environmental Laws; provided ; (b) follow practices that no Loan Party shall be required are at least as effective as industry practices to undertake minimize and respond to spills and overfills of petroleum products; (c) respond to past and ongoing releases of petroleum-containing materials in a manner that, as prudent, minimizes potential liability to third parties for off-site contamination from facilities owned or leased or otherwise operated by the Borrower or any Response Action of its Subsidiaries; (d) respond to past and ongoing releases of petroleum- containing materials in a manner that, as prudent, minimizes any likelihood that the extent that Borrower or any of 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of knownSubsidiaries would incur costs or damages that, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually singly or in the aggregate, have, or may reasonably be expected to result in have, a Material Adverse Effectmaterial adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole; (be) at manage the written request disposition of residuals such as spent petroleum-containing material in a manner that, as prudent, minimizes any likelihood that the Administrative Agent Borrower or any of its Subsidiaries would incur costs or damages that, singly or in the Requisite Lendersaggregate, upon their reasonable belief that Borrower has breached any representation have, or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form have, a material adverse effect on the basis business, property, -84- 91 operations, assets, liabilities, condition (financial or otherwise) or prospects of an Environmental Liability that could reasonably be expected to have the Borrower and its Subsidiaries, taken as a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities whole; (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to f) immediately notify the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive licenseprovide copies upon receipt of all written claims, subject complaints, notices or inquiries relating to the rights condition of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost their facilities and expenseproperties or compliance with Environmental Laws; and (cg) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.068.1.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, except where the failure to keep in effect such Environmental Permits, or any noncompliance with the provisions thereof, would not reasonably be expected to have a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, or which could reasonably be expected to have Environmental Liability, in each case which could reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, the Borrower will provide, at such Personthe Borrower’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by the Borrower or any of soil and groundwater) concerning such matterits Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against the Borrower or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person the Borrower fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person the Borrower shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Personthe Borrower’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries to: (a) comply Use, operate and maintain all of its Properties in all material respects compliance with all applicable Environmental Laws Laws, keep or acquire all necessary permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in compliance therewith, and handle all Hazardous Materials in accordance with, compliance with all applicable Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action to , except where the extent that its obligation failure to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep any of the Administrative Agent reasonably informed of knownforegoing, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could not reasonably be expected to have a Material Adverse Effect individually Effect, (b) use its reasonable best efforts to have dismissed with prejudice, within ninety (90) days after filing thereof, any actions or proceedings against Borrower or any of its Subsidiaries relating to compliance with Environmental Laws which, in the reasonable opinion of the Agent, singly or in the aggregate with other Environmental Liabilities aggregate, could have a Material Adverse Effect, and (c) diligently pursue cure of any material underlying environmental problem which forms the basis of any claim, complaint, notice, Lien, inquiry, proceeding or action referred to in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicableSection 5.1.1(g). If Borrower or any Person fails Subsidiary is notified of any event described in Section 5.1.1(g), Borrower shall, upon the request of Required Lenders, establish appropriate reserves against such potential liabilities and engage a firm or firms of engineers or environmental consultants appropriately qualified to provide such a report within 45 days after such request was made, determine as quickly as practical the Administrative Agent may order extent of contamination and the samepotential financial liability of Borrower or any of its Subsidiaries with respect thereto, and the Lenders shall be provided with a copy of any report prepared by such Person shall grant and hereby grants firm or by any Governmental Authority as to such matters as soon as any such report becomes available to Borrower or any Subsidiary. The selection of any engineers or environmental consultants engaged pursuant to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, requirements of this Section shall be subject to the rights approval of tenantsthe Required Lenders, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.06approval shall not be unreasonably withheld or delayed.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, except where the failure to keep in effect such Environmental Permits, or any noncompliance with the provisions thereof, would not reasonably be expected to have a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, or which could reasonably be expected to have Environmental Liability, in each case which could reasonably be expected to have a Material Adverse Effect, Crown Holdings, each Borrower and their respective Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, Crown Holdings, each Borrower and each of their Subsidiaries will provide, at such Person’s their sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Borrower or any of soil and groundwater) concerning such matterits Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that a Borrower or any Subsidiary of a Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against a Borrower or any Subsidiary of a Borrower or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If a Borrower or any Person Subsidiary of Borrower fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person Borrower or Subsidiary shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such PersonBorrower’s or Subsidiary’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallwill, and shall will cause each of their respective its Restricted Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all applicable Environmental Laws except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect and handle all Hazardous Materials in compliance with all applicable Environmental Permits applicable Laws, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its operations, facilities and properties; conduct properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, upon discovery thereof, take reasonable necessary steps to initiate and expeditiously complete all Response Actions required byresponse, and corrective or other action to mitigate any such Material Adverse Effect in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action with and to the extent that its obligation to do so is being contested in good faith required by applicable Environmental Laws, and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; promptly notify the Administrative Agent and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectits actions; (bd) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s the Borrowers’ sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Restricted Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating reasonable in scope and substance based upon the presence or absence circumstances of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Lawrequest; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that any Loan Party or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable); and (e) provide such information which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06. If any Person Borrower or any Restricted Subsidiary fails to provide such a report undertake the actions described in Sections 5.06(c) and 5.06(d) reasonably promptly, and in any event within 45 180 days after such request was made, the Administrative Agent may order the sameundertake such actions, and such Person shall each Borrower will grant and hereby grants grants, and will cause each such Restricted Subsidiary to grant, the Administrative Agent and the Requisite Lenders and their respective agents access to such property Mortgaged Property and each Borrower specifically grants grants, and will cause each such other Restricted Subsidiary to grant, the Administrative Agent and the Requisite Lenders an irrevocable a non-exclusive license, subject to the rights of tenants, acting reasonably and cost-effectively, to perform such an assessment in a reasonable manneractions, all at such Person’s the Borrowers’ sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to:, (a) use and operate all of their respective facilities and properties in compliance in all material respects with all Environmental Laws, keep (and, when applicable, obtain in a timely manner) all necessary material permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance in all material respects therewith, and handle all Hazardous Materials (including the disposition and storing thereof) in compliance in all material respects with all applicable Environmental Laws; (b) respond to all Releases upon or from the Realty in accordance with law and in a manner that assures and will assure that, to the maximum extent possible, State funds pay for the response to Releases; (c) promptly notify the Administrative Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to the condition of its facilities and properties or compliance with Environmental Laws; (d) comply in all material respects with all Environmental Laws governmental requirements regarding notification and Environmental Permits applicable to its operations, facilities reporting of spills and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence releases of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent promptly after the receipt thereof, a copy of all required notices and reports in the Requisite Lenders and their agents access to such property and specifically grants event of any spill or release of Hazardous Material upon or from the Realty; (e) promptly notify the Administrative Agent of any notice of violation, order or other enforcement action under the Environmental Laws or any request for information or notification that the Borrower or any of its Subsidiaries is a potentially responsible party at any site, or request or requirement for corrective or response action which comes to the attention of the Borrower or any of its Subsidiaries in connection with any Environmental Laws, and the Requisite Lenders an irrevocable non-exclusive licenseBorrower will, subject and will cause each of its Subsidiaries to, notify the Administrative Agent of any action or proceeding, which to its knowledge is threatened or pending, of any claim relating to the rights of tenantsexistence in, to perform on or under the Realty or any property adjoining the Realty of, or the spilling, discharge or emission on or from the Realty or any such an assessment in a reasonable manneradjoining property of, all at such Person’s sole cost and expenseany Hazardous Material; and (cf) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06Section.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their respective its Subsidiaries to: , except, in each case with respect to clauses (a) comply in all material respects with all Environmental Laws and Environmental Permits applicable to its operations(c) below, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action to where the extent that its obligation failure to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, would not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection aggregate with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an all existing Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities Effect: (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the samea) use and operate all of its facilities and properties, and such Person shall grant use reasonable efforts to ensure that all agents and hereby grants to tenants operate its facilities and properties, in compliance with all Environmental Laws, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws; (b) promptly notify the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive licenseprovide copies of all written inquiries, subject claims, complaints or notices from any Governmental Authority or other Person relating to the rights environmental condition of tenantsits facilities and properties or compliance with or liability under any Environmental Law which would reasonably be expected to have a Material Adverse Effect, to perform such an assessment and promptly cure and have dismissed with prejudice or contest in a reasonable manner, all at such Person’s sole cost good faith any actions and expense; andproceedings relating thereto; (c) promptlyin the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, from time or which could reasonably be expected to timehave Environmental Liability, each Borrower and their respective Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete in all material respects all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallshall not cause or permit or suffer, and shall cause each of require its subtenants and its and their respective Subsidiaries to: agents, employees, contractors, licensees and invitees not to cause or permit or suffer, the existence, use or release (aincluding a release as defined in 42 U.S.C. Sections 9601(22), a "Release"), generation, treatment, storage, recycling, transportation or disposal of any Hazardous Substances (each, a "Regulated Activity") comply in all material respects with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually on or in the aggregate, reasonably be expected to result any Mortgaged Property in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, manner which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in on the aggregate with other Mortgaged Property under any Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment Law. Borrower shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the samecomply, and such Person shall grant require its employees and hereby grants to the Administrative Agent its subtenants and the Requisite Lenders assigns and its and their agents access respective agents, employees, contractors, licensees and invitees to comply, in all material respects, with all applicable Environmental Laws. In the event that any portion of the Mortgaged Property is not in compliance in all material respects, with all applicable Environmental Laws, Borrower covenants that it shall either (A) within thirty (30) days of Borrower's actual knowledge of such property event, effect a Release or Substitution of such portion of the Mortgaged Property pursuant to Section 7.7 hereof, in accordance with all of the applicable criteria set forth in 7.7 for a Release or Substitution, as the case may be, or (B) use all commercially reasonable efforts to remedy, or cause to be remedied in a timely manner (and specifically grants in any event within the Administrative Agent and the Requisite Lenders an irrevocable time period permitted by applicable Environmental Laws), such non-exclusive licensecompliance, subject subject, however to Borrower's right to contest alleged non-compliance of such Environmental Laws in accordance with Section 5.10. Borrower shall require that any Alterations of any Mortgaged Property undertaken by, through or under the rights of tenants, to perform such an assessment Borrower be done in a reasonable manner, all at such Person’s sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request to evidence material compliance with this Section 5.06applicable Environmental Laws.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to have Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such Person’s Loan Party's sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environ- mental Claim against such Loan Party or to result in Environmental Liability Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s Loan Party's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco The Borrower and Borrower shallthe Parent will, and shall will cause each of their respective Subsidiaries to:, (a) comply use and operate all of their respective facilities and properties in all material respects compliance with all Environmental Laws Laws, keep all necessary permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in material compliance therewith, and handle all Hazardous Materials in accordance with, material compliance with all applicable Environmental Laws; provided ; (b) follow practices that no Loan Party shall be required are at least as effective as industry practices to undertake minimize and respond to spills and overfills of petroleum products; (c) respond to past and ongoing releases of petroleum-containing materials in a manner that, as prudent, minimizes potential liability to third parties for off-site contamination from facilities owned or leased or otherwise operated by the Borrower, the Parent or any Response Action of their respective Subsidiaries; (d) respond to past and ongoing releases of petroleum-containing materials in a manner that, as prudent, minimizes any likelihood that 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 in accordance with GAAP; and keep Borrower, the Administrative Agent reasonably informed Parent or any of knowntheir respective Subsidiaries would incur costs or damages that, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually singly or in the aggregate, have, or may reasonably be expected to result in have, a Material Adverse Effectmaterial adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole or the Parent and its Subsidiaries, taken as a whole; (be) at manage the written request disposition of residuals such as spent petroleum-containing material in a manner that, as prudent, minimizes any likelihood that the Administrative Agent Borrower, the Parent or any of their respective Subsidiaries would incur costs or damages that, singly or in the Requisite Lendersaggregate, upon their reasonable belief that Borrower has breached any representation have, or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form have, a material adverse effect on the basis business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of an Environmental Liability that could reasonably be expected to have the Borrower and its Subsidiaries, taken as a Material Adverse Effect individually whole or in the aggregate with other Environmental Liabilities Parent and its Subsidiaries, taken as a whole; (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to f) immediately notify the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive licenseprovide copies upon receipt of all written claims, subject complaints, notices or inquiries relating to the rights condition of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost their facilities and expenseproperties or compliance with Environmental Laws; and (cg) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.068.1.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause each of their its respective Subsidiaries to: (a) comply use and operate all of its facilities and Real Property in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually or in the aggregate, could not reasonably be expected to result have a Material Adverse Effect, and keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Material in compliance with all applicable Environmental Laws, except for any noncompliance which could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints, demands or notices from any Person or Governmental Authority relating to the environmental condition of its facilities and Real Property or compliance with or liability under any Environmental Law which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and promptly cure and, if such environmental condition, compliance or liability is the subject of an action or proceeding, have dismissed with prejudice or contest in good faith and, in all cases, account for in accordance with GAAP; (c) in the event of the presence of any Hazardous Material on any Real Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability, individually or in the ag- gregate, could reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such Person’s Loan Party's sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Real Property now or hereafter owned or leased by such Loan Party or any of soil and groundwater) concerning such matterits respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating regarding the presence or absence of Hazardous Material and indicating the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property Real Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) in the case of any Mortgaged Property the Administrative Agent or the Requisite Lenders reasonably believe that the Borrower or any such Real Property is not in compliance with Environmental Law and such noncompliance, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that Claim against such Loan Party or to result in Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused focus upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Real Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s Loan Party's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallLoan Party will, and shall will cause ---------------------- each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, except where the failure to keep in effect such Environmental Permits, or any noncompliance with the provisions thereof, would not reasonably be expected to have a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, or which could reasonably be expected to have Environmental Liability, in each case which could reasonably be expected to have a Material Adverse Effect, Crown Holdings, each Borrower and their respective Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, Crown Holdings, each Borrower and each of their Subsidiaries will provide, at such Person’s their sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling concerning any Mortgaged Property now or hereafter owned or leased by such Borrower or any of soil and groundwater) concerning such matterits Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made -------- only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that a Borrower or any Subsidiary of a Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against a Borrower or any Subsidiary of a Borrower or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If a Borrower or any Person Subsidiary of Borrower fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person Borrower or Subsidiary shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s Borrower's or Subsidiary's sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco the Loan Parties will and Borrower shall, and shall will cause each of their respective its Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually singly or in the aggregate, would not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any non-effectiveness or noncompliance that would not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to have Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, the applicable Loan Parties, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, the Loan Parties will provide, at such Person’s Loan Parties’ sole cost and expense, an environmental site assessment report (which may include where appropriate testing and samplingconcerning any Mortgaged Property now or hereafter owned or, inter aliato the extent such assessment can be obtained without violating the applicable lease, sampling of soil and groundwater) concerning leased by such matterPerson, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) if an Event of Default there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that a Loan Party or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Person or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 90 days after such request was made, the Administrative Agent may order the same, and such Person each Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property (to the extent, in the case of any leased property, such access can be granted without violating the applicable lease) and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such Person’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

Environmental Covenant. Each of Holdco and Borrower shallwill, and shall will cause each of their respective its Subsidiaries to:, (a) comply use and operate all of their respective facilities and properties in all material respects compliance with all Environmental Laws Laws, keep all necessary permits, approvals, certificates, licenses and Environmental Permits applicable other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in material compliance therewith, and handle all Hazardous Materials in accordance with, material compliance with all applicable Environmental Laws; provided ; (b) follow practices that no Loan Party shall be required are at least as effective as industry practices to undertake minimize and respond to spills and overfills of petroleum products; (c) respond to past and ongoing releases of petroleum-containing materials in a manner that minimizes potential liability to third parties for off-site contamination from facilities owned or leased or otherwise operated by such Borrower or any Response Action of its Subsidiaries; (d) respond to the extent past and ongoing releases of petroleum-containing materials in a manner that minimizes any likelihood that such Borrower or any of 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of knownSubsidiaries would incur costs or damages that, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually singly or in the aggregate, have, or may reasonably be expected to result in have, a Material Adverse Effectmaterial adverse effect on the business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole; (be) at manage the written request disposition of the Administrative Agent or the Requisite Lenders, upon their reasonable belief residuals such as spent petroleum-containing material in a manner that Borrower has breached minimizes any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided likelihood that such request Borrower or any of its Subsidiaries would incur costs or damages that, singly or in the aggregate, have, or may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form have, a material adverse effect on the basis business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of an Environmental Liability that could reasonably be expected to have the Parent and its Subsidiaries, taken as a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities whole; (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to f) immediately notify the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive licenseprovide copies upon receipt of all written claims, subject complaints, notices or inquiries relating to the rights condition of tenantstheir facilities and properties or compliance with Environmental Laws, other than any claim, complaint, notice or inquiry that alleges or makes reference to perform such an assessment a violation of any 85 Environmental Law which, if true, could result in a reasonable manner, all at such Person’s sole cost and expensepayments not in excess of $2,500,000; and (cg) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.068.1.

Environmental Covenant. Each of Holdco and The Borrower shall, and shall cause each of their respective Subsidiaries the other Loan Parties to, and shall take all reasonable efforts to ensure that all of its or such other Loan Parties' tenants, subtenants, contractors, subcontractors and invitees shall: (a) comply in all material respects with all applicable Environmental Laws and obtain, comply with and maintain all necessary Governmental Approvals required under any applicable Environmental Permits applicable to its operationsLaw, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liabilityeach case, except for where such Environmental Liability and responsive actions that could notnoncompliance or failure, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) at promptly upon the written Administrative Agent's request if there has been an Event of Default which has not been fully and timely cured, permit an environmental consultant whom the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating its discretion designates to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, perform an environmental site assessment report (including, reviewing documents; interviewing knowledgeable employees and representatives of the Borrower or its Subsidiaries; and sampling and analyzing soil, air, surface water, groundwater, and/or other media in or about property owned or leased by the Borrower or its Subsidiaries, or on which may include where appropriate testing operations of the Borrower or its Subsidiaries otherwise take place). Such environmental assessment shall be in form, scope and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm substance reasonably acceptable satisfactory to the Administrative Agent. The Borrower shall, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material onshall cause its Subsidiaries to, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or cooperate fully in the aggregate with other Environmental Liabilities (in conduct of such events as are listed in this paragraphenvironmental assessment upon written demand by the Administrative Agent. The Administrative Agent shall perform, or cause its agents and representatives to perform, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide in such a report within 45 days after such request was mademanner as to minimize to the extent practicable any disruption with the conduct of operations of the involved property. Pursuant to this SECTION 8.1.8(b), the Administrative Agent may order shall have the sameright, and such Person but shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenantsnot have any duty, to perform request and/or obtain such an assessment in a reasonable manner, all at such Person’s sole cost and expenseenvironmental assessment; and (c) promptly, from time to time, provide copies of such information and certifications which to evidence compliance with this SECTION 8.1.8 as the Administrative Agent may reasonably request from time to evidence compliance with this Section 5.06time.

Environmental Covenant. Each of Holdco the Parent Guarantor and the Borrower shallwill, and shall will cause each of their respective Subsidiaries to: (a) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response 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 in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could notnoncompliance which, individually or in the aggregate, could not reasonably be expected to result have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any failure to keep Environmental Permits in effect or noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law or which could reasonably be expected to result in an Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions; (d) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, each Loan Party will provide, at such PersonLoan Party’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, including sampling of soil and groundwaterground water) concerning any Mortgaged Property now or hereafter owned or leased by such matterLoan Party or any of its respective Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material Materials and the potential cost of any Remedial Action in connection with such Hazardous Material Materials on, at, under or emanating from such property Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing for not less than sixty (60) days or (ii) if (x) the performance of such requested actions could not reasonably be expected to adversely affect the ability of the Borrower to recover from Boeing pursuant to Boeing’s indemnity obligations under the Acquisition Agreement and (y) the Administrative Agent or the Requisite Lenders reasonably believe that (A) the Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or (B) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability Claim against such Loan Party or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraphsubparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person Loan Party fails to provide such a report the same within 45 forty-five (45) days after such request was made, the Administrative Agent may order the same, and such Person Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable mannerassessment, all at such PersonLoan Party’s sole cost and expense; and (ce) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.067.06.

Environmental Covenant. Each Notwithstanding the provisions of Holdco and Section 5.01(d) hereof, Borrower shallwill, and shall will cause each of their respective its Subsidiaries to: to (ai) comply use and operate all of its facilities and properties in all material respects compliance with all Environmental environmental Laws (including, but not limited to, those Laws designed to protect human health and Environmental Permits applicable the environment), keep all necessary permits, approvals, certificates, licenses and other authorizations relating to its operations, facilities environmental matters in effect and properties; conduct all Response Actions required byremain in material compliance therewith, and handle all hazardous substances and materials, toxic materials and all other materials hazardous to human health or the environment in accordance with, Environmental material compliance with all applicable environmental Laws; provided that no Loan Party Borrower shall not be required deemed to undertake be in violation of this Section 5.01(n)(i) as a result of any Response Action failure to the extent comply that its obligation to do so is being contested would not result in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep the Administrative Agent reasonably informed of knownfines, potential and alleged Environmental Liability and actions taken to address such Environmental Liabilitypenalties, except for such Environmental Liability and responsive actions that could notinjunctive relief or other civil or criminal liabilities which, individually or in the aggregate, reasonably be expected to result in would materially affect the business, operations or financial condition of Borrower and its Subsidiaries taken as a Material Adverse Effect; (b) at whole or the written request ability of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in to perform its obligations under this Agreement or any other Loan Document, (ii) immediately notify the Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost condition of its facilities and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action properties in connection with environmental Laws, or compliance with or responsibility under environmental Laws, that may give rise to liability or responsibility under applicable environmental Laws, (iii) promptly respond in an appropriate manner to any such Hazardous Material onclaims, atcomplaints, under notices or emanating from inquiries and, additionally, take action where appropriate to remedy any such property pursuant to Environmental Lawalleged condition or noncompliance with environmental good faith by proper proceedings; provided that such request may be made only and (iiv) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.065.01(n).