Common use of Environmental Clause in Contracts

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

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

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

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, for which any Loan Party is liable; (bii) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, , comply, and cause each of its Subsidiaries to comply with all Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (ciii) Promptly notify Administrative Agent (A) provide the Agents written notice within five (5) Business Days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and which any Loan Party or its Subsidiaries is required to report to a Governmental Authority under any applicable Environmental Law, except to the extent that that the failure to issue such Report could not reasonably be expected to result in liability in excess of $500,000 and, (excluding B) to the Excluded Entities) which extent required by Environmental Laws in order to ensure material compliance therewith, take any Remedial Actions required to xxxxx said Release, except to the extent that the failure to xxxxx said Release could not reasonably be expected to result in a Material Adverse Effect, ; and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide the Administrative Agent with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries Subsidiaries; and (excluding the Excluded Entities)C) notice of a violation, in either case, that citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, for which any Loan Party is liable; (bii) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, , comply, and cause each of its Subsidiaries to comply with all Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (ciii) Promptly notify Administrative Agent (A) concurrently with the delivery of the Compliance Certificate as required by Section 7.01(a)(iv)(x), provide the Agents written notice of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and which any Loan Party or its Subsidiaries is required to report to a Governmental Authority under any applicable Environmental Law, except to the extent that that the failure to issue such report could not reasonably be expected to result in liability in excess of $2,500,000 and, (excluding B) to the Excluded Entities) which extent required by Environmental Laws in order to ensure material compliance therewith, take any Remedial Actions required to xxxxx said Release, except to the extent that the failure to xxxxx said Release could not reasonably be expected to result in a Material Adverse Effect, ; and take any Remedial Actions (iv) concurrently with the delivery of the Compliance Certificate as required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereofby Section 7.01(a)(iv)(x), provide the Administrative Agent with written notice of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect liability in excess of $2,500,000; and (iiiC) written notice of a violation, citation, citation or other administrative order from a Governmental Authority that which could reasonably be expected to result in have a Material Adverse Effect.

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

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

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

Environmental. Each Loan Party willof the Target and the Subsidiaries and their respective businesses, operations, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,properties: (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding except as disclosed in the Excluded Entities) free of any Public Documents, has obtained and currently holds all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in Permits which are required under all material respects, with Environmental Laws and provide to Administrative Agent documentation except where the absence of such compliance which Administrative Agent reasonably requestssame would not individually, except such non-compliance that, individually or in the aggregate, reasonably be expected to have a Target Material Adverse Effect. With respect to the environmental clearance required from the Government of the Republic of Armenia to move the Ararat plant to the Zod mine site as disclosed in the Public Documents, the Target is currently in negotiations with certain Armenian government agencies to obtain Environmental Impact Assessment Clearance and as of the date hereof is not aware of any information which has not been disclosed in the Public Documents which indicates that the Government of the Republic of Armenia will not grant the requested clearance or that the granting of same will be unduly delayed or will have material conditions imposed thereon or will otherwise have a Target Material Adverse Effect; (b) except as disclosed in the Public Documents, is in compliance with all Environmental Laws and all terms and conditions of all Environmental Permits except where the failure to be in compliance would not individually, or in the aggregate, reasonably be expected to have a Target Material Adverse Effect; (c) except as disclosed in the Public Documents, has not received any order, request or notice from any Person alleging a material violation of, or providing notice of any changes to the terms of, any Environmental Laws except where any such order, request or notice would not individually, or in the aggregate, reasonably be expected to have a Target Material Adverse Effect; (d) except where the same would not individually, or in the aggregate, reasonably be expected to have a Target Material Adverse Effect, (a) is not a party to any litigation or administrative proceeding, nor so far as it is aware, is any litigation or administrative proceeding threatened against it or its property or assets, which (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the release of any hazardous substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the release of any hazardous substances, (b) is not aware of any conditions existing currently or likely to exist which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response pursuant to applicable Environmental Laws by it; and (c) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; (e) has not used, owned, operated, occupied or managed, had charge of or control over, now or in the past, any real property that is not free of contamination from any hazardous material except for such contamination that could not reasonably be expected to result in environmental liabilities except where the same would not individually or in the aggregate have a Target Material Adverse Effect,; (cf) Promptly notify Administrative Agent of has not caused, suffered or permitted to occur any release of hazardous materials on, at, in, under, above, to, from or about any of the real property used, owned, operated, occupied or managed by the Target or any of its Subsidiaries or over which any Loan Party has knowledge of a Hazardous Material them had charge of or control now or in the past, contrary to any reportable quantity from Environmental Laws except where the same would not individually, or onto property owned or operated by any Loan Party or its Subsidiaries (excluding in the Excluded Entities) which could aggregate, reasonably be expected to result in have a Target Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, ; and (dg) Promptly, but is not involved in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice operations or does not know of any facts, circumstances or conditions, including, any release of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either casehazardous material, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citationany environmental liabilities except where the same would not individually, or other administrative order from a Governmental Authority that could in the aggregate, reasonably be expected to result in have a Target Material Adverse Effect.

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, for which any Loan Party is liable; (bii) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, , comply, and cause each of its Subsidiaries to comply with all Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (ciii) Promptly notify Administrative Agent (A) provide the Agents written notice within five (5) Business Days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and which any Loan Party or its Subsidiaries is required to report to a Governmental Authority under any applicable Environmental Law, except to the extent that the failure to issue such Report could not reasonably be expected to result in liability in excess of $500,000 and, (excluding B) to the Excluded Entities) which extent required by Environmental Laws in order to ensure material compliance therewith, take any Remedial Actions required to xxxxx said Release, except to the extent that the failure to xxxxx said Release could not reasonably be expected to result in a Material Adverse Effect, ; and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide the Administrative Agent with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries Subsidiaries; and (excluding the Excluded Entities)C) notice of a violation, in either case, that citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens (other than those set forth on Schedule 4.12) or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, Comply with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, requests except such non-compliance thatas could not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, (c) Promptly notify Administrative Agent of any release of which any Loan Party a Responsible Officer of Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental LawLaw except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and (d) Promptly, but in any event within ten (10) 15 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Borrower or its Subsidiaries (excluding except to the Excluded Entities)extent such Environmental Action could not, individually or in either casethe aggregate, that could reasonably be expected to result in a Material Adverse Effect Change, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that except to the extent such violation, citation or order could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

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

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

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

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

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

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

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

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient except Permitted Liens; (ii) comply, and cause each of its Subsidiaries to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Complycomply, in all material respects, respects with Environmental Laws and provide to Administrative the Collateral Agent and the Lenders any documentation of such compliance which Administrative the Collateral Agent or any Lender may reasonably requestsrequest, except as any such non-compliance that, individually or in the aggregate, circumstance could not reasonably be expected to result in have a Material Adverse Effect, ; (ciii) Promptly notify Administrative provide the Collateral Agent and the Lenders written notice within five (5) days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any Loan Party or of its Subsidiaries (excluding but only to the Excluded Entities) which extent that such release is could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to comply with Environmental Laws or by Governmental Authority to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and Release; and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative the Collateral Agent and the Lenders with written notice of any of the followingfollowing to the extent that such could reasonably be expected to have a Material Adverse Effect within ten (10) days of the determination that the following could reasonably be expected to have a Material Adverse Affect: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect Subsidiaries; and (iiiC) written notice of a violation, citation, citation or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse Effectorder.

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

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

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

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

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

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

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

Environmental. Each Loan Party Borrower will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of a Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLiens except for any Environmental Liens that do not attach to ABL Priority Collateral and that could not reasonably be expected to cause a Material Adverse Effect, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or any Subsidiary of a Borrower and take any Remedial Actions required to axxxx said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law; provided, however, that neither any Borrower nor any Subsidiary of any Borrower shall be required to take any Remedial Action to the extent that (i) its Subsidiaries obligation to do so is subject to a Permitted Protest or (excluding the Excluded Entitiesii) which its failure to do so could not reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) 5 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the material real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Borrower, (ii) commencement of any Environmental Action that could reasonably be expected to have a Material Adverse Effect or written notice that such an Environmental Action will be filed against a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Borrower, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrowers or its their Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except for such non-compliance that, individually or in the aggregate, could noncompliance that would not reasonably be expected to result in a Material Adverse EffectChange, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) which Subsidiaries, if said release could reasonably be expected to result in have a Material Adverse EffectChange, and take any Remedial Actions to the extent required by applicable Environmental Law to xxxxx said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) 5 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party any Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party any Borrower or its Subsidiaries (excluding the Excluded Entities)which, in either caseif adversely determined, that could would reasonably be expected to result in a Material Adverse Effect losses in an aggregate amount of $5,000,000 or more, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect.losses in an aggregate amount of $5,000,000 or more. \66176107.6

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

Environmental. Each Loan Party will, and will cause each Except (in the case of its Subsidiaries clause (excluding a) or (b) below) where the Excluded Entities) to,failure to do any of the following could not individually or in the aggregate reasonably be expected to have a Material Adverse Change: (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of any Loan Party, free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, Comply with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsrequests in writing; (provided, except such non-compliance that, individually or in the aggregate, could not reasonably obligations of each Loan Party and its Subsidiaries to comply with Environmental Laws with respect to the Xxxxxxxxx Legacy Environmental Conditions shall be expected subject to result in a Material Adverse Effectthe terms of the Environmental Claims Settlement Agreement), (c) Promptly notify Administrative Agent of any release release, except with respect to the Xxxxxxxxx Legacy Conditions, of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, any Subsidiary of any Loan Party and take any Remedial Actions required by applicable Environmental Law to xxxxx said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, except for such release which could not individually or in the aggregate reasonably be expected to have a Material Adverse Change (provided, that, the obligations of each Loan Party and its Subsidiaries to take Remedial Actions required by Environmental Laws with respect to the Xxxxxxxxx Legacy Environmental Conditions shall be subject to the terms of the Environmental Claims Settlement Agreement), and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) written notice that an Environmental Lien has been filed against any of the material real or personal property of a any Loan Party or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of any Loan Party, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or its Subsidiaries (excluding the Excluded Entities)Party, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that under Environmental Laws which (in the case of clause (ii) or (iii) above) could individually or in the aggregate reasonably be expected to result in have a Material Adverse EffectChange.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to,‌ (ai) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded EntitiesExcept as set forth on Schedule 3.2(h)(i) free of any Environmental Liens or post bonds or other financial assurances sufficient and except as to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could matters that would not reasonably be expected to result in have a Material Adverse Effect,Effect on Idaho Power, with respect to the Idaho Power Acquired Assets, (A) to PacifiCorp’s Knowledge, PacifiCorp is in compliance with all applicable Environmental Laws, (B) to PacifiCorp’s Knowledge, PacifiCorp possesses all Environmental Permits required under Environmental Laws for the operation of the Idaho Power Acquired Assets (as the Idaho Power Acquired Assets are reasonably expected to be operated in accordance with the provisions of the Joint Ownership and Operating Agreement on the Closing Date) and is in compliance with such Environmental Permits; and (C) PacifiCorp has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the Idaho Power Acquired Assets is subject to termination, modification or revocation.‌ (cii) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded EntitiesExcept as set forth on Schedule 3.2(h)(ii) which could and except as to matters that would not reasonably be expected to result in have a Material Adverse EffectEffect on Idaho Power, to PacifiCorp’s Knowledge, neither PacifiCorp nor any Affiliate of PacifiCorp has received, within the five (5) years preceding the Effective Date, any written notice, report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Idaho Power Acquired Assets or the real property upon which the Idaho Power Acquired Assets are located, arising under or relating to Environmental Laws or regarding Hazardous Materials.‌ (iii) Except as set forth on Schedule 3.2(h)(iii) and except as to matters that would not reasonably be expected to have a Material Adverse Effect on Idaho Power, (A) to PacifiCorp’s Knowledge, PacifiCorp has not caused any Release, and take any Remedial Actions required there is and has been no other Release from, in, on, beneath, or affecting the Idaho Power Acquired Assets or the real property upon which the Idaho Power Acquired Assets are located that could form a basis for an Environmental Claim, and (B) within the five (5) years preceding the Effective Date, to xxxxx said release or otherwise to come into compliance with applicable Environmental LawPacifiCorp’s Knowledge, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with PacifiCorp has not received written notice of any of Environmental Claims relating to the following: (i) notice that an Environmental Lien has been filed against any of Idaho Power Acquired Assets or the real property upon which the Idaho Power Acquired Assets are located that have not been fully and finally resolved and, to PacifiCorp’s Knowledge, no such Environmental Claims are pending or personal property of a Loan Party or its Subsidiaries threatened against PacifiCorp.‌ (excluding the Excluded Entities), (iiiv) commencement of any Environmental Action or written notice Except as set forth on Schedule 3.2(h)(iv) and except as to matters that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could would not reasonably be expected to result in have a Material Adverse Effect on Idaho Power, to PacifiCorp’s Knowledge, there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by PacifiCorp or, to PacifiCorp’s Knowledge, otherwise located on the real property upon which the Idaho Power Acquired Assets are located.‌ (iiiv) written notice of a violation, citation, or other administrative order from a Governmental Authority Except as set forth on Schedule 3.2(h)(v) and except as to matters that could would not reasonably be expected to result in have a Material Adverse Effect.Effect on Idaho Power, to PacifiCorp’s Knowledge, within the five (5) years preceding the Effective Date, PacifiCorp has not assumed or retained, by contract or operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials relating to the Idaho Power Acquired Assets or the real property upon which the Idaho Power Acquired Assets are located.‌

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any Except as set forth on Schedule 3.13(a), all facilities and property either owned owned, leased or operated by the Borrower or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except for such non-compliance noncompliance that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect,. (cb) Promptly notify Administrative Agent Except as set forth on Schedule 3.13(b), there are no pending or threatened (in writing): (i) Environmental Claims received by the Borrower or any of its Subsidiaries, or (ii) written claims, complaints, notices or inquiries received by the Borrower or any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding regarding Environmental Liability, in each case which, individually or in the Excluded Entities) which aggregate, could reasonably be expected to result in have a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and. (dc) PromptlyExcept as set forth on Schedule 3.13(c), but in there have been no Releases of Hazardous Materials at, on, under or from any event within ten (10) Business Days property or facility now or, to any Loan Party’s knowledge, previously owned, leased or operated by the Borrower or any of its receipt thereofSubsidiaries that, provide Administrative Agent with written notice of any of individually or in the following: (i) notice that an Environmental Lien has been filed against any of the real aggregate, have had or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in have a Material Adverse Effect Effect. (d) The Borrower and (iii) written notice of a violationits Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their operations, citationfacilities and businesses and each is in full force and effect, except for such Environmental Permits which, if not so obtained or as to which the Borrower and its Subsidiaries are not in compliance, or other administrative order from are not in effect, individually or in the aggregate, could not reasonably be expected to have a Governmental Authority that Material Adverse Effect. (e) No property now or, to any Loan Party’s knowledge previously, owned, leased or operated by the Borrower or any of its Subsidiaries is listed or, to any Loan Party’s knowledge, proposed (with respect to owned property only) for listing (i) on the National Priorities List pursuant to CERCLA or (ii) on the CERCLIS or on any similar list of sites requiring investigation or clean-up, which, in the case of this clause (ii) only, singly or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. (f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any property now or, to any Loan Party’s knowledge previously, owned or leased by the Borrower or any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) Neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar list or which is the subject of federal, state or local enforcement actions or other investigations which would reasonably be expected to lead to any Environmental Claim against the Borrower or such Subsidiary which (other than in the case of a listing or proposed listing on the National Priorities List pursuant to CERCLA), singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) No liens have been recorded pursuant to any Environmental Law with respect to any property or other assets currently owned or leased by the Borrower or its Subsidiaries. (i) Neither the Borrower nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, nor has any of the Loan Parties or any of their respective Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental Law, the cost of which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There are no polychlorinated biphenyls or friable asbestos present at any property or facility owned, leased or operated by the Borrower or any of its Subsidiaries, which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrowers or its their Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except for such non-compliance that, individually or in the aggregate, could noncompliance that would not reasonably be expected to result in a Material Adverse EffectChange, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) which Subsidiaries, if said release could reasonably be expected to result in have a Material Adverse EffectChange, and take any Remedial Actions to the extent required by applicable Environmental Law to xxxxx said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) 5 Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property 127044148_2 of a Loan Party any Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party any Borrower or its Subsidiaries (excluding the Excluded Entities)which, in either caseif adversely determined, that could would reasonably be expected to result in a Material Adverse Effect losses in an aggregate amount of $5,000,000 or more, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could which, if adversely determined, would reasonably be expected to result in a Material Adverse Effectlosses in an aggregate amount of $5,000,000 or more.

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

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

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

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

Environmental. Each Loan Party Borrower will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental LiensLiens other than those with respect to Environmental Liabilities that are the subject of a Permitted Protest, (b) Comply, in all material respects, Comply with Environmental Laws Laws, except where such noncompliance would not reasonably be expected to result individually or in the aggregate in a material Environmental Liability, and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party Borrower has knowledge of a Hazardous Material in any reportable quantity as required pursuant to any applicable Environmental Law from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required by a Governmental Authority or applicable Environmental Law to xxxxx said release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) five Business Days of its written receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property Real Property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and or (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that to Borrower or its Subsidiaries arising under Environmental Law that, in the case of either (ii) or (iii) above, could reasonably be expected to result in a Material Adverse EffectBorrower or any Subsidiary incurring, individually or in the aggregate, material Environmental Liabilities or otherwise materially impairing the value or transferability of any Real Property owned by or operated by Borrower or any of its Subsidiaries. The matters disclosed on Schedule 4.11 to the Disclosure Letter shall be deemed exceptions to this Section 5.9.

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

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

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

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

Environmental. Each Loan Party The Borrower will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Borrower’s or its Subsidiaries’ obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such any material non-compliance which Administrative Agent reasonably requests, requests except for such non-compliance thatwith which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party the Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party Borrower or its Subsidiaries (excluding and take any Remedial Actions required to xxxxx said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law except for such release which, individually or in the Excluded Entities) which aggregate, could not reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and, (d) Promptly, but in any event within ten five (105) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against, or written notice that an a material Environmental Action will be filed against a Loan Party against, Borrower or its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a material notice of violation, citation, or other administrative order from a Governmental Authority that Authority, and (e) If the Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), the Borrower agrees to undertake, and/or to cause any of its Subsidiaries, and use commercially reasonable efforts to cause its tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, and could not reasonably be expected to result in in, a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient Except as to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide matters that could not reasonably be expected to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance thathave, individually or in the aggregate, a Material Adverse Effect, as of the Closing Date: (a) no Obligor is subject to any civil or criminal proceeding or investigation relating to Requirements of Environmental Law and no Obligor is aware of any threatened proceeding or investigation involving any Obligor relating to Requirements of Environmental Laws that could reasonably be expected to have a Material Adverse Effect; (b) each Obligor has all permits, licences, registrations and other authorizations required by the Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies except for those permits, licences, registrations and other authorizations the failure to have would not reasonably be expected to result in have a Material Adverse Effect, ; (c) Promptly notify Administrative Agent each Obligor operates its business and its properties (whether owned, leased or otherwise occupied) in compliance with all applicable Requirements of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding Environmental Laws except where the Excluded Entities) which could failure to do so would not reasonably be expected to result in have a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and ; (d) Promptlyexcept as disclosed in Schedule 8.01(23), but in any event within ten (10) Business Days to the knowledge of its receipt thereof, provide Administrative Agent with written notice of any a Responsible Officer of the following: (i) notice that an Environmental Lien has been filed against any Borrower, as of the real Closing Date, none of the Obligors has caused or personal permitted a release of Hazardous Materials at, on or under any property owned or leased by any Obligor, except for any release that would not reasonably be expected to have a Material Adverse Effect; and (e) to the knowledge of a Loan Party or its Subsidiaries (excluding Responsible Officer of the Excluded EntitiesBorrower as of the Closing Date and other than as disclosed in Schedule 8.01(23), (ii) commencement of no real property or groundwater in, on or under any Environmental Action property owned or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities)leased by any Obligor is contaminated by any Hazardous Material, in either each case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in have a Material Adverse Effect.

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) any Subsidiary of a Loan Party free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, , (bii) Complycomply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ciii) Promptly promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in of any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in any Subsidiary of a Material Adverse Effect, Loan Party and take and complete any Remedial Actions required to xxxxx abate said release or otherwise to come into compliance with applicable Environmental applicaxxx Xnvironmental Law, and and permit Collateral Agent (dat the direction of Agent) Promptlyto participate in the resolution thereof if so requested by Collateral Agent, in accordance with subsection (b) below, (iv) promptly, but in any event within ten (10) Business Days 5 days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Loan Party, (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or its Subsidiaries (excluding the Excluded Entities)any Subsidiary of a Loan Party, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iiiC) written notice of a violation, citation, or other administrative order from a Governmental Authority that which reasonably could reasonably be expected to result in a Material Adverse EffectChange. (b) [Intentionally Omitted] (c) Upon reasonable prior written notice and at the direction of Agent, the Collateral Agent shall have the right, except as otherwise provided under Leases, at all reasonable times during normal business hours to enter upon and inspect all or any portion of the Real Property, provided that such inspections shall not unreasonably interfere with the operation or the tenants, residents or occupants of the Real Property.

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

Environmental. Each Loan Party will, (i) TransGlobe and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any have been since January 1, 2019 and are in compliance with all Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requestsLaws, except such non-compliance thatas has not had and would not reasonably be expected to, individually or in the aggregate, could not have a TransGlobe Material Adverse Effect. (ii) There have been no Releases in violation of Environmental Laws within the current or to the knowledge of TransGlobe, prior ownership, possession or control of either of TransGlobe or its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent claim, notice, complaint, penalty, prosecution or any other judicial or administrative proceeding arising out of any release Environmental Laws against TransGlobe or any of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from its Subsidiaries, that have not had, or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could would not reasonably be expected to result to, individually or in the aggregate, have a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a TransGlobe Material Adverse Effect. (iii) There are no pending claims, notices, complaints, penalties, prosecutions or any other judicial or administrative proceedings issued against TransGlobe or any of its Subsidiaries arising out of any Environmental Laws, except for any such claims that has not had and would not reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect. (iv) To the knowledge of TransGlobe, there has not been: (A) any written Order that remains outstanding which relates to Environmental Laws that would reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect; or (B) any written demand or notice that remains outstanding with respect to a material breach of any Environmental Law in each case applicable to TransGlobe or any of its Subsidiaries, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect.

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

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

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep In the event that any property either owned Credit Party obtains, gives or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written receives notice of any Release or threat of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement Release of any Hazardous Materials on its property at concentrations exceeding those allowed by Environmental Action Laws or written notice that an Environmental Action will need to be filed against reported to a Loan Party Governmental Authority (any such event being hereinafter referred to as a "HAZARDOUS DISCHARGE") or its Subsidiaries (excluding the Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written receives any notice of a violation, request for information or notification that it is potentially responsible for Environmental Liabilities and Costs, demand letter or complaint, order, citation, or other administrative order written notice with regard to any Hazardous Discharge or violation of any Environmental Laws affecting its property or its interest therein (any of the foregoing is referred to herein as an "ENVIRONMENTAL COMPLAINT") from a any Governmental Authority or Person, then that could Credit Party shall, within five Business Days, give written notice of same to the Agents and the Lenders detailing facts and circumstances of which any Credit Party is aware giving rise to the Hazardous Discharge or Environmental Complaint and periodically inform the Agents and the Lenders of the status of the matter. Such information is to be provided to allow the Lenders to protect their security interest in the Collateral and is not intended to create nor shall it create any obligation upon the Agents or the Lenders with respect thereto. (b) Each Credit Party shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to comply in all material respects with the Environmental Laws and safeguard the health and safety of any Person and to avoid subjecting the Collateral to any Environmental Lien. If any Credit Party shall fail to respond promptly to any Hazardous Discharge or Environmental Complaint or shall fail to comply in any material respect with any of the requirements of any Environmental Laws, the Collateral Agent may, but without the obligation to do so, for the sole purpose of protecting the Lenders' interest in the Collateral: (A) give such notices or (B) enter onto the Credit Party's property (or authorize third parties to enter onto such property) and take such actions as the Collateral Agent (or such third parties as directed by the Collateral Agent) deems reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint. All costs and expenses incurred by the Collateral Agent or the Lenders (or third parties directed by the Collateral Agent) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Post-Default Rate shall be expected paid upon demand by the Borrowers, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the Loan Documents. (c) The Borrowers agree to defend and indemnify the Agents and the Lenders and hold the Agents and the Lenders harmless from and against all loss, liability, damage and expense, claims, costs, fines, penalties, including reasonable attorney's and consulting fees, and any Environmental Liabilities and Costs suffered or incurred by an Agent or a Lender under or on account of any Environmental Laws, including the assertion of any Environmental Lien, with respect to any Hazardous Discharge, the presence of any Hazardous Materials affecting any Credit Party's property, whether or not the same originates or emerges from any Credit Party's property or any contiguous real estate, including any loss of value of the Collateral as a result of the foregoing except to the extent such loss, liability, damage and expense is caused by any Hazardous Discharge resulting from the gross negligence or willful misconduct of any Lender or Agent. The Credit Parties' obligations under this SECTION 6.1.165(C) shall arise whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Materials. The Borrowers' obligation and the indemnification hereunder shall survive the termination of this Agreement. (d) For purposes of this SECTION 6.1.15, all references to the property of a Material Adverse EffectCredit Party shall be deemed to include all of the Credit Party's right, title and interest in and to all of its owned and/or leased premises.

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) Real Property free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except for deed restrictions and other institutional controls that are utilized in connection with any Remedial Action at such non-compliance that, individually or in the aggregate, property and except for any other Environmental Liens that could not reasonably be expected to result in a Material Adverse Effect, ; (cii) Promptly notify Administrative Agent comply, and cause each of its Subsidiaries to comply, with all Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect; (iii) provide the Agents written notice within 10 days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Loan Party or of its Subsidiaries (excluding and take any Remedial Actions required to xxxxx said Release, except, in each case, for such Releases or Remedial Actions that could not, individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, ; and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any Real Property, except for deed restrictions and other institutional control that are utilized in connection with any Remedial Action at such property or other Environmental Liens that could not reasonably be expected to result in liability in excess of $2,500,000 in the real or personal property of a Loan Party or its Subsidiaries aggregate; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, except for Environmental Actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect Effect; and (iiiC) written notice of a violation, citationcitation or other administrative order, except for violations, citations, or other administrative order from a Governmental Authority orders that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (a) Keep The Borrower will deliver to the Administrative Agent for distribution to all Lenders as soon as practicable after the occurrence thereof, written notice describing in reasonable detail (1) any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) free Release of any Environmental Liens or post bonds or other financial assurances sufficient Hazardous Materials required to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with be reported to any Governmental Authority under any applicable Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (2) any remedial action taken by any Loan Party or any other Person in response to (A) any Release of any Hazardous Materials which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, , or (cB) Promptly notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material Environmental Claims that, individually or in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which aggregate, could reasonably be expected to result in a Material Adverse Effect, and take (3) any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property Property of a Loan Party that could cause such Property or its Subsidiaries any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; provided that no such notice or description shall be required to be delivered to the extent that the delivery thereof (excluding x) would violate any confidentiality undertaking or obligation binding on any Loan Party with an unaffiliated third person or (y) compromise or result in a loss or waiver of the Excluded Entities)privileges afforded by the attorney work product doctrine or attorney-client privilege. (b) The Borrower will deliver to the Administrative Agent for distribution to all Lenders as soon as practicable following the sending or receipt thereof by any Loan Party, a copy of any written communications with respect to (1) any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect, (ii2) commencement of any Environmental Action Release required to be reported to any Governmental Authority that, individually or written notice in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect, and (3) any request for information from any Governmental Authority that an Environmental Action will be filed against a suggests such Governmental Authority is investigating whether any Loan Party may be potentially responsible for any Release of Hazardous Materials that, individually or its Subsidiaries in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect; provided that no such written communication shall be required to be delivered to the extent that the delivery thereof (excluding x) would violate any confidentiality undertaking or obligation binding on any Loan Party with an unaffiliated third person or (y) compromise or result in a loss or waiver of the Excluded Entities)privileges afforded by the attorney work product doctrine or attorney-client privilege. (c) The Borrower shall promptly take, in either caseand shall cause each other Loan Party promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by any Loan Party that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect Effect, and (iiiii) written notice of a violation, citation, or other administrative order from a Governmental Authority that make an appropriate response to any Environmental Claim against any Loan Party and discharge any obligations such Loan Party may have to any Person thereunder where failure to do so could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

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

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding Except where the Excluded Entities) to,failure to do so would not reasonably be expected to result in a Material Adverse Effect: (a) Keep any property either owned or operated by any Acquired Financed Loan Party or its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) ComplyEach Acquired Financed Loan Party shall comply, in all material respects, with Environmental Laws and provide to Administrative Agent and the Lenders documentation of such compliance which Administrative Agent or any Lender reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) Promptly notify Administrative Agent and the Lenders of any release Release of which any Loan Party the Borrower has knowledge of a Hazardous Material in any reportable quantity at, from or onto the Acquired Financed Loan Party Real Property or any other property owned or operated by any Acquired Financed Loan Party or its Subsidiaries (excluding including any Release identified in the Excluded Entities) which could reasonably be expected to result in a Material Adverse Effect, course of any Phase II investigation conducted on behalf of Borrower and take any Remedial Actions required to xxxxx said release Release or otherwise to come into compliance compliance, in all material respects, with applicable Environmental Law, including any actions required to receive a “No Further Action” letter or similar confirmation from the relevant Governmental Authority evidencing completion of the remediation and compliance with Environmental Law, and provide Agent and Lenders with a copy of such No Further Action Letter or similar confirmation, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent with written notice of any of the following: (i) written notice that an Environmental Lien has been filed against any of the real or personal property of a any Acquired Financed Loan Party or its Subsidiaries (excluding the Excluded Entities)Party, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Acquired Financed Loan Party or its Subsidiaries (excluding the Excluded Entities)Party, in either case, that could reasonably be expected to result in a Material Adverse Effect and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could reasonably be expected to result in a Material Adverse EffectAuthority.

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

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

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

Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding the Excluded Entities) to, (ai) Keep any property either owned or operated by it or any Loan Party or of its Subsidiaries (excluding the Excluded Entities) free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in all material respects, with Environmental Laws and provide to Administrative Agent documentation of such compliance which Administrative Agent reasonably requests, except for deed restrictions and other institutional controls that are utilized in connection with any Remedial Action at such non-compliance that, individually or in the aggregate, property and except for any other Environmental Liens that could not reasonably be expected to result in a Material Adverse Effect, ; (cii) Promptly notify Administrative Agent comply, and cause each of its Subsidiaries to comply, with all Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect; (iii) provide the Agents written notice within 10 days of any release of which any Loan Party has knowledge Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any Loan Party or of its Subsidiaries (excluding and take any Remedial Actions required to xxxxx said Release, except, in each case, for such Releases or Remedial Actions that could not, individually or in the Excluded Entities) which could aggregate, reasonably be expected to result in a Material Adverse Effect, ; and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (div) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Administrative Agent the Agents with written notice within 10 days of the receipt of any of the following: (iA) notice that an Environmental Lien has been filed against any of the real or personal property of a any Loan Party or any of its Subsidiaries Subsidiaries, except for deed restrictions and other institutional control that are utilized in connection with any Remedial Action at such property; (excluding the Excluded Entities), (iiB) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a any Loan Party or any of its Subsidiaries (excluding the Excluded Entities)Subsidiaries, in either case, except for Environmental Actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect Effect; and (iiiC) written notice of a violation, citationcitation or other administrative order, except for violations, citations, or other administrative order from a Governmental Authority orders that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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

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