OR ENVIRONMENTAL LIABILITY AGAINST ANY LOAN PARTY,
INCLUDING WITH RESPECT TO OPERATIONS AT ANY REAL PROPERTY AND FORMER OPERATIONS
AT ANY FORMER REAL PROPERTY;
26
(E)
TO THE KNOWLEDGE OF THE LOAN PARTIES, NO PERSON WITH AN INDEMNITY,
CONTRIBUTION OR OTHER OBLIGATION TO ANY LOAN PARTY RELATING TO COMPLIANCE WITH
OR LIABILITY UNDER ENVIRONMENTAL LAW IS IN DEFAULT WITH RESPECT TO ANY SUCH
INDEMNITY, CONTRIBUTION OR OTHER OBLIGATION;
(F)
NO LOAN PARTY IS CONDUCTING, FINANCING OR IS OBLIGATED TO PERFORM
ANY RESPONSE ACTION OR OTHERWISE INCUR ANY EXPENSE UNDER ENVIRONMENTAL LAW
PURSUANT TO ANY ENVIRONMENTAL ACTION OR AGREEMENT BY WHICH IT IS BOUND OR HAS
EXPRESSLY ASSUMED BY CONTRACT OR AGREEMENT;
(G)
NO REAL PROPERTY OR FACILITY OWNED, OPERATED OR LEASED BY ANY LOAN
PARTY AND, TO THE KNOWLEDGE OF EACH LOAN PARTY, NO FORMER REAL PROPERTY IS
(I) LISTED OR PROPOSED FOR LISTING ON THE NATIONAL PRIORITIES LIST AS DEFINED IN
AND PROMULGATED PURSUANT TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT, 42 U.S.C. §9601 ET SEQ. ("CERCLA") OR
(II) INCLUDED ON ANY SIMILAR LIST MAINTAINED BY ANY GOVERNMENTAL AUTHORITY THAT
INDICATES THAT ANY LOAN PARTY HAS OR MAY HAVE AN OBLIGATION TO UNDERTAKE ANY
RESPONSE ACTION;
(H)
NO ENVIRONMENTAL LIEN HAS BEEN RECORDED WITH RESPECT TO ANY OWNED
REAL ESTATE PROPERTY OR, TO THE KNOWLEDGE OF EACH LOAN PARTY, WITH RESPECT TO
ANY FACILITY LEASED OR OPERATED BY EACH LOAN PARTY, AND TO THE KNOWLEDGE OF EACH
LOAN PARTY, NO ENVIRONMENTAL LIEN HAS BEEN THREATENED WITH RESPECT TO ANY REAL
PROPERTY;
(I)
EACH LOAN PARTY HAS MADE AVAILABLE TO THE LENDERS ALL RECORDS AND
FILES IN THE POSSESSION, CUSTODY OR CONTROL OF, OR OTHERWISE REASONABLY
AVAILABLE TO, SUCH LOAN PARTY CONCERNING COMPLIANCE WITH OR LIABILITY OR
OBLIGATION UNDER ENVIRONMENTAL LAW, INCLUDING THOSE CONCERNING THE ENVIRONMENTAL
CONDITION OF THE REAL PROPERTY OR THE EXISTENCE OF HAZARDOUS MATERIALS AT THE
REAL PROPERTY OR FORMER REAL PROPERTY; AND
(J)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 5.11
SHALL BE THE SOLE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES UNDER THE
LOAN DOCUMENTS RELATING TO ENVIRONMENTAL MATTERS.
5.12
Intellectual Property.
Except with respect to
Seismic Licenses, the Loan Parties own, or hold licenses in, all trademarks,
trade names, copyrights, patents, patent rights, and licenses that are necessary
to the conduct of its business as currently conducted, and attached to the
Interim DIP Credit Agreement as Schedule 5.12 to the Interim DIP Credit
Agreement (as updated from time to time) is a true, correct, and complete
listing of all material patents, patent applications, trademarks, trademark
applications, copyrights, and copyright registrations as to which each Loan
Party is the owner or is an exclusive licensee; provided, however, the Loan
Parties may amend such Schedule 5.12 to add additional property so long as such
amendment occurs by written notice to Agent not less than 10 days after the date
on which any such Loan Party acquires any such property after the Interim
Facility Effective Date.
5.13
Leases.
The Loan Parties enjoy