(ii) Except for any of the following matters that
could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, no Responsible Officer has any knowledge of, or has received notice of, any past, present, or pending releases, events, conditions, circumstances,
activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to the Parent or any Subsidiary, their respective businesses, operations or with respect to the Properties, may: (A) cause or contribute to an actual or
alleged violation of or noncompliance with Environmental Laws, (B) cause or contribute to any other potential common law or legal claim or other liability, or (C) cause any of the Properties to become subject to any restrictions on
ownership, occupancy, use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding clauses (A)
through (C) is based on or related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport,
removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law.
(iii) There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or
demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the knowledge of a Responsible Officer, threatened, against any Loan Party or any other Subsidiary relating in any way to Environmental Laws which reasonably
could be expected to have, individually or in the aggregate, a Material Adverse Effect.
(iv) None
of the Eligible Properties and, except to the extent that such listing could not reasonably be expected to have a Material Adverse Effect, none of the other Properties is listed on or proposed for listing on the National Priority List promulgated
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law.
(v) To the knowledge of a Responsible Officer, no Hazardous Materials generated at or transported from
any of the Properties is or has been transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the
subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect.
(q) Investment Company. No Loan Party, nor any other Subsidiary is
(i) an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other Applicable Law which purports
to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.
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