Common use of Environmental Compliance Clause in Contracts

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries is in compliance to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws governing in jurisdictions in which the Borrower or any of its businessRestricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except to where the extent that any such failure to so comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has received written noticeshall cause or allow the release of Hazardous Materials, solid waste or otherwise knowsother wastes on, that it is under or to any Real Property in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Restricted Subsidiary is a party holds any interest or that would affect the ability performs any of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toits operations, in the aggregateviolation of any applicable Environmental Law, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would if such release could reasonably be expected to have a Material Materially Adverse Effect. There are no factsThe Borrower shall notify the Lenders promptly after its receipt of notice thereof, circumstancesof any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower or any of its Restricted Subsidiaries arising in connection with any noncompliance with or violation of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, conditions into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material on, under or occurrences on from the Real Property in which the Borrower or any of its Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Restricted Subsidiaries is or may be liable to any Person as a result of such Release or that the Borrower or such Restricted Subsidiary has been identified as potentially responsible for, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental Laws. (b) If the Administrative Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, or any liability arising thereunder of, the Borrower or any of its Restricted Subsidiaries or related to any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries Restricted Subsidiaries, which violation or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that liability could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reports, certificates, engineering studies or other written material or data as the Administrative Agent reasonably may require so as to reasonably satisfy the Administrative Agent that the Borrower or such Restricted Subsidiary is in material compliance with all applicable Environmental Laws.

Environmental Compliance. (a) The on-going operations of each Borrower and each of its Subsidiaries, after the Closing Date, comply in all respects with all Environmental Laws, except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (b) Except as specifically identified on Schedule 5.09, or except to the extent that noncompliance would not reasonably be expected to result in a Material Adverse Effect, each Borrower and each of its Subsidiaries is have obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) necessary for their respective operations, and all such Environmental Permits are in good standing, and each Borrower and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Laws governing Permits. (c) Except as specifically identified on Schedule 5.09, none of any Borrower or any of its businessSubsidiaries or any of their present property or operations is subject to any (i) outstanding written order from or agreement with any Governmental Authority or other Person, except to or (ii) judicial or docketed administrative proceeding respecting any Environmental Law, Environmental Claim or Hazardous Material., other than, in the extent that case of clause (i), any such failure to comply (together with any resulting penalties, fines order or forfeitures) agreement the breach or violation of which would not reasonably be expected to have result in a Material Adverse Effect. All licensesEffect and, permitsin the case of clause (ii), registrations any such proceeding that if determined adversely to the Company or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toto result in a Material Adverse Effect. (d) There are no conditions or circumstances relating to any property of any Borrower or its Subsidiaries, or arising from operations of any Borrower or its Subsidiaries conducted prior to the Closing Date that, together with all other such conditions and circumstances relating to all other properties and operations, may give rise to Environmental Claims with a potential liability as to the Company and its Subsidiaries together that, individually or in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are . (e) Except as specifically identified on Schedule 5.09, as of the Closing Date, no facts, circumstances, conditions Borrower has knowledge of any oral or occurrences written notification of a Release of a Hazardous Material has been filed by or on any real property now or at any time owned, leased or operated by the behalf of such Borrower or any of its Subsidiaries and no site, facility or on any Property adjacent to any vessel now or previously owned, operated or leased by such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries is listed or any real property to the knowledge of the such Borrower or any of its Subsidiaries; Subsidiaries proposed for listing on any federal or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use state list of sites requiring investigation or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectclean-up.

Environmental Compliance. The Borrower (a) Maintain at all times all Material permits, licenses and each of its Subsidiaries is other authorizations required under Environmental Laws, and comply in compliance all Material respects with all Environmental Laws governing its business, except to terms and conditions of the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, required permits, registrations or approvals required for licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the conduct of Environmental Laws. (b) Notify the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured Administrative Agent and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Lenders promptly upon obtaining knowledge that (i) any Property previously or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased presently owned or operated by the Borrower or any Subsidiary is the subject of its Subsidiaries or on a Material environmental investigation by any Property adjacent to any such real propertyGovernmental Authority having jurisdiction over the enforcement of Environmental Laws, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (iii) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries has been or may be named as a responsible party subject to a Material Environmental Liability, or (iii) the Borrower obtains knowledge of any Hazardous Substance located on any Property of the Borrower that might lead to a Material Environmental Liability. (c) At any time following the Borrower’s notification to the Administrative Agent and the Lenders pursuant to Section 6.7(b) hereof or the Administrative Agent and the Lenders otherwise becoming aware of any of the items described in Section 6.7(b) hereof, following notice from the Administrative Agent, and as often as may be reasonably desired, permit the Administrative Agent and the Lenders or an independent consultant selected by the Required Lenders to conduct an environmental investigation satisfactory to the Required Lenders for the purpose of determining whether the Borrower, each Subsidiary and their respective Properties comply with Environmental Laws and whether there exists any condition or circumstance which may require a cleanup, removal or other remedial action by the Borrower or a Subsidiary with respect to any Hazardous Substance. The Borrower and its Subsidiaries shall facilitate such environmental audit. The Administrative Agent shall provide the Borrower, at the Borrower’s request, with all reports and findings but the Borrower may not rely on such environmental investigation for any purpose. Reasonable costs for any environmental investigation of Property by the Administrative Agent and the Lenders shall be at the Borrower’s expense where conducted (i) under this Section 6.7(c), (ii) upon the occurrence of an event described in Section 6.7(b), or (iii) at any time the Property is the subject of an environmental investigation by a Governmental Authority having jurisdiction over the enforcement of Environmental Laws. Notwithstanding the foregoing, nothing contained in this Agreement, or in the Related Documents, or in the enforcement of this Agreement or the Related Documents, shall constitute or be construed as granting or providing the right, power or capacity to the Administrative Agent or any real property Lender to exercise (y) decision making control of the Borrower’s or any Subsidiary’s compliance with any Environmental Law, or (z) day to day decision making of the Borrower or any of its Subsidiaries; Subsidiary with respect to (i) compliance with Environmental Laws or (ii) to cause such real property to be subject to all or substantially all of the operational aspects of the Borrower or any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectSubsidiary.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeituresa) Except as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits(i) Borrowers, registrations Guarantors and any Subsidiary of any Borrower or approvals required for the conduct Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of the business of the Borrower and each of any Hazardous Materials, on or off its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations premises (whether or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is owned by it) in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to manner which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower violates in any material respect any applicable Environmental Law or any of its Subsidiaries or on any Property adjacent permit issued to any such real propertyBorrower under Environmental Law, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or and (ii) the operations of Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor complies in all material respects with all Environmental Laws and all permits issued to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property Borrowers and Guarantors under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate . (b) Except as would not reasonably be expected to have a Material Adverse Effect, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other Person nor is any pending or to the best of any Borrower’s or Guarantor’s knowledge threatened, with respect to any non compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials by any Borrower or Subsidiary of Borrower or any other environmental matter involving Borrower or any Subsidiary of Borrower. (c) Except as would not reasonably be expected to have a Material Adverse Effect, Borrowers, Guarantors and their Subsidiaries have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials. (d) Except as would not reasonably be expected to have a Material Adverse Effect, Guarantors and their Subsidiaries have all permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other permits are valid and in full force and effect. (e) This Section 8.8 sets forth the sole representations and warranties of Borrower with respect to Environmental Laws and Hazardous Materials and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to environmental matters.

Environmental Compliance. (a) The Borrower Loan Parties and their respective Subsidiaries, and the operations conducted by each of its Subsidiaries is them, are in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) noncompliance would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for The Loan Parties and their respective Subsidiaries conduct in the conduct ordinary course of business a review of the business effect of the Borrower existing Environmental Laws and each claims alleging potential liability or responsibility for violation of its Subsidiaries under any Environmental Law have been secured or for any Release of Hazardous Materials on their respective businesses, operations and properties, and as a result thereof, neither the Parent nor the Borrower has reasonably concluded that such Environmental Laws and each of its Subsidiaries is in substantial compliance therewithclaims would, except for such licenses, permits, registrations individually or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. . (b) There are has been no factsRelease or threatened Release of Hazardous Materials on, circumstancesat, conditions under, to or occurrences on from any real property now or at any time ownedcurrently or, leased to the best of the knowledge of the Loan Parties, formerly owned or operated by the Borrower any Loan Party or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by during the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability term of such real property under any Environmental Lawparty’s ownership or operation, except in each for such caseReleases or threatened Releases which, such environmental claims or restrictions that individually or in the aggregate aggregate, would not reasonably be expected to have a Material Adverse Effect, and as of the Closing Date would not reasonably be expected to have a material adverse effect on the value of the real property Collateral taken as a whole. (c) All Hazardous Materials generated, used, treated, handled or stored at, or transported by any Loan Party or any of its Subsidiaries have been disposed of at off-site locations, or in the case of friable asbestos was removed and disposed of at an off-site location or encapsulated, in each case in a manner not reasonably expected to result in a Material Adverse Effect, and as of the Closing Date would not reasonably be expected to result in a material adverse effect on the value of the real property Collateral taken as a whole. (d) There are no pending or, to the knowledge of the Borrower, threatened claims of Environmental Liability against any Loan Party or any of its Subsidiaries or relating to any property currently or, to the best of the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, and to the knowledge of the Borrower there exists no reasonable basis for the assertion of such Environmental Liability; and there are no pending or, to the knowledge of the Borrower, threatened investigations by any Governmental Authority concerning the presence or Release of Hazardous Materials relating to any property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, except for such claims, assertions, investigations of Environmental Liability that would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, and as of the Closing Date would not individually or in the aggregate reasonably be expected to have a material adverse effect on the value of the real property Collateral taken as a whole. (e) No action has been taken pursuant to the provisions of Sections 25220 through 25227 of the California Health and Safety Code to designate the Elk Grove Facility or any other real property owned or operated by the Loan Parties or any of their respective Subsidiaries in the State of California as a hazardous waste property or border zone property or otherwise to materially and adversely restrict the land use of the Elk Grove Facility or any other real property material to the operation of the Business owned by the Loan Parties or any of their respective Subsidiaries in the State of California (including through a moratorium on new land uses), nor do the Loan Parties or any of their respective Subsidiaries have actual knowledge of any condition which would reasonably be expected to give rise to such designation or other material or adverse restriction.

Environmental Compliance. (a) The Borrower and each of its Subsidiaries Seller is in compliance in all material respects with all Environmental Laws, and any past noncompliance by the Seller with Environmental Laws governing its businessin any respect has been resolved without any ongoing or future Liabilities. (b) The Seller has not received any written notice of any Action, except and, to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct Knowledge of the business Seller, no such Action has been filed, commenced or threatened against the Seller that: (i) asserts or alleges that the Seller violated any Environmental Laws; (ii) asserts or alleges that the Seller is required to conduct any Remedial Action at the Seller Leased Real Property or in connection with the Business; (iii) asserts or alleges that the Seller is required to pay all or a portion of the Borrower cost of any past, present or future Remedial Action at any of the Seller Leased Real Property or in connection with the Business; or (iv) asserts or alleges that the Seller is liable in connection with the exposure of any persons to Hazardous Materials that are present at or Released at or from any Seller Leased Real Property or that relate to the Business. (c) The Seller has not caused, permitted or suffered Hazardous Materials to be stored, deposited, treated, recycled, disposed of, or Released at any Seller Leased Real Property in violation of any applicable Environmental Laws in any material respect, and each to the Knowledge of its Subsidiaries the Seller, there has been no Release at any of the Seller Leased Real Property, that would subject any owner or operator of such Seller Leased Real Property to Liability for any Remedial Action under any Environmental Law have been secured and Laws. To the Borrower and each Knowledge of the Seller, there are no tanks or other facilities, equipment or transformers on, under, or at the Seller Leased Real Property that contain any Hazardous Materials that, if known to be present in soils or ground water, would subject any owner or operator of such Seller Leased Real Property to Liability for any Remedial Action under any Environmental Laws. The Seller is not subject, as a result of its Subsidiaries is interests in substantial compliance therewith, except for such licenses, permits, registrations the Seller Leased Real Property or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, connection with the passage Business, to any Governmental Order related to or arising out of time or the giving of notice or bothany Environmental Laws, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orand, to the best knowledge Knowledge of the BorrowerSeller, threatened wherein an unfavorable decision, ruling the Seller has not been named or finding would reasonably be expected listed as a potentially responsible party in a matter related to have a Material Adverse Effector arising out of any Environmental Laws. There are no facts, circumstances, conditions The Seller is not conducting or occurrences on funding any real property now Remedial Action in connection with the Business or at any time ownedSeller Leased Real Property. The Seller has provided Buyer with true, leased correct and complete copies of all environmental assessments, audits, studies or operated other analyses of any Seller Leased Real Property in its possession or control. All amounts required to correct any issue related to compliance by the Borrower or Seller with any of its Subsidiaries or on any Property adjacent to any such real property, that and all Environmental Laws are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or reflected in the aggregate would not reasonably be expected to have a Material Adverse EffectFinancial Statements.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a) Except as set forth on Schedule 8.8 hereto or forfeitures) as would not reasonably be expected to have a Material Adverse Effect. All licenses, permitsno Borrower or Guarantor has generated, registrations used, stored, treated, transported, manufactured, handled, produced or approvals required for the conduct disposed of the business of the Borrower and each of any Hazardous Materials, on or off its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations premises (whether or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is owned by it) in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to manner which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased violates in any material respect any applicable Environmental Law or operated by the any permit issued to any Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property Guarantor under any Environmental Law, except and the operations of Borrowers and Guarantors and their respective Subsidiaries comply in each such case, such environmental claims all material respects with all Environmental Laws and all permits issued to any Borrower or restrictions that individually Guarantor under Environmental Law. (b) Except as set forth on Schedule 8.8 hereto or in the aggregate as would not reasonably be expected to have a Material Adverse Effect, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of each Borrower’s and Guarantor’s knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by such Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials by such Borrower or Guarantor or any other environmental, health or safety matter involving such Borrower or Guarantor, which adversely affects or would reasonably be expected to adversely affect in any material respect such Borrower or Guarantor or its business, operations or assets or any properties at which such Borrower or Guarantor has transported, stored or disposed of any Hazardous Materials. (c) Except as set forth on Schedule 8.8 hereto or as would not reasonably be expected to have a Material Adverse Effect, no Borrower or Guarantor has any material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials. (d) Except as set forth on Schedule 8.8 hereto or as would not reasonably be expected to have a Material Adverse Effect, each Borrower and Guarantor has all permits required to be obtained or filed in connection with the operations of such Borrower and Guarantor under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other permits are valid and in full force and effect.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims under any Environmental Law pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, case where such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records: (i) the property, assets and each operations of its Azarga and the Azarga Subsidiaries is comply in compliance all material respects with all applicable Environmental Laws governing its business, except to Laws; (ii) Azarga and the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to Azarga Subsidiaries have a Material Adverse Effect. All obtained all material licenses, permits, registrations or approvals required approvals, consents, certificates, regulations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the conduct operation of the business of businesses as currently carried on by Azarga and the Borrower Azarga Subsidiaries, and each of its Subsidiaries under any Environmental Law have been secured Permit is valid, subsisting and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orgood standing and, to the best knowledge of Azarga, neither Azarga nor any Azarga Subsidiary is in material default or breach of any Environmental Permit and, to the Borrowerbest of the knowledge of Azarga, no proceeding is pending or threatened wherein an unfavorable decisionto revoke or limit any Environmental Permit; (iii) Azarga and the Azarga Subsidiaries do not have any knowledge of, ruling and have not received any notice of, any material claim, judicial or finding would reasonably be expected to have a Material Adverse Effect. There are no factsadministrative proceeding, circumstancespending or threatened against, conditions or occurrences on which may affect, either Azarga or any real property now or at any time owned, leased or operated by the Borrower Azarga Subsidiary or any of its Subsidiaries the property, assets or on operations thereof, relating to, or alleging any Property adjacent violation of any Environmental Laws, Azarga is not aware of any facts which could give rise to any such real claim or judicial or administrative proceeding and neither Azarga nor any Azarga Subsidiary nor any of the property, that are known assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the Borrower environment, except for compliance investigations conducted in the normal course by any Governmental Authority; (iv) Azarga and the Azarga Subsidiaries have not given or as filed any notice under any federal, provincial or local law with respect to which the Borrower any Environmental Activity, none of Azarga or any such Azarga Subsidiary has received written noticeany material liability (whether contingent or otherwise) in connection with any Environmental Activity and, that could reasonably be expected: to the knowledge of Azarga, no notice has been given under any federal, state, provincial or local law or of any material liability (iwhether contingent or otherwise) with respect to form the basis of an environmental claim against the Borrower any Environmental Activity relating to or affecting Azarga or any Azarga Subsidiary or the property, assets, business or operations thereof; (v) Azarga and the Azarga Subsidiaries do not store any hazardous or toxic waste or substance on the property thereof and have not disposed of its Subsidiaries any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and to the best of the knowledge of Azarga, there are no Contaminants on any of the premises at which Azarga or any real property of Azarga Subsidiary carries on business, in each case other than in compliance with Environmental Laws; and (vi) Azarga and the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be Azarga Subsidiaries are not subject to any restrictions on the ownership, occupancy, use contingent or transferability of such real property under any other material liability relating to non-compliance with Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower and each of its Subsidiaries is Except as, individually or in compliance with all Environmental Laws governing its businessthe aggregate, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have result in a Material Adverse Effect. All licensesChange, permitsEnergySolutions, registrations Duratek and Holdco each shall: (a) comply, and cause all other Persons to comply, with all Environmental Laws and Environmental Permits now or approvals hereafter applicable to the Property or the Permitted Business and EnergySolutions, Duratek and Holdco each shall have sole responsibility for all costs and expenses (including legal, consultant and other professional fees and expenses and costs of investigation) associated with such compliance; (b) obtain and maintain in full force and effect all Environmental Permits required under applicable Environmental Law for the conduct operation of the business of the Borrower Permitted Business; (c) conduct and each of complete, at its Subsidiaries under sole cost and expense, any investigation, study, sampling, monitoring or testing (collectively “Environmental Testing”) and undertake any investigation, clean-up, removal, remedial, corrective, mitigation, response, monitoring or any other activity (collectively “Environmental Clean-up Activities”) required by any applicable governmental authority or Environmental Law have been secured with respect to Hazardous Materials at, in, on, under or from the Property, and any such Environmental Testing or Environmental Clean-up Activities shall be undertaken with appropriate diligence and in full compliance with all applicable Environmental Laws; (d) provide as promptly as practicable (and in any event within 20 days of receipt thereof) to the Borrower Collateral Agent written notice of and each copies of its Subsidiaries all written nonprivileged and material communications relating to (A) any pending or threatened Environmental Claim pertaining to the Property, or the use or operation thereof, EnergySolutions, Duratek, Holdco or the Permitted Business, or (B) any fact, condition, event or other circumstance with respect to the Property or any other facility or property presently or formerly owned or operated by EnergySolutions, Duratek, Holdco or any Person for which EnergySolutions, Duratek or Holdco is in substantial compliance therewithresponsible, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith which is not reasonably likely to have result in a Material Adverse Effect. Neither material Environmental Claim pertaining to the Borrower nor any of its Subsidiaries has received written noticeProperty, EnergySolutions, Duratek or otherwise knows, that it is Holdco; all such notices shall describe in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which reasonable detail the Borrower or such Subsidiary is a party or that would affect the ability nature of the Borrower Environmental Claim, investigation, fact, condition, event or such Subsidiary to operate other circumstance and EnergySolutions’, Duratek’s or Holdco’s response thereto; (e) at any real property and no event time, if EnergySolutions or Duratek receives notice that an adverse change in the environmental condition of the Property has occurred or an adverse environmental condition with respect to the Property has been discovered, and is continuing thatat EnergySolutions’ or Duratek’s sole cost and expense, with the passage of time (i) diligently commence (or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each cause another Person to commence) to cure such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orcondition, to the best knowledge extent required by applicable Environmental Laws (including commencing any evaluation or assessment of such conditions and the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis development of an environmental claim against appropriate plan with respect thereto), within 30 days after receipt of such notice (or such shorter period as may be required by applicable Environmental Laws or in the Borrower or any event of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or an emergency) and (ii) thereafter diligently prosecute (or cause another Person to cause diligently prosecute) such real property cure to be subject completion; and (f) EnergySolutions, Parent and Holdco shall provide to the Administrative Agent such detailed reports relating to any restrictions on the ownership, occupancy, use or transferability of such real property under any material Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not Claim as may reasonably be expected to have a Material Adverse Effectrequested by the Administrative Agent or the Lenders.

Environmental Compliance. The Borrower 18.1 Licensee represents that it has conducted a complete inspection of the Facilities and each except as noted herein, finds the Facilities to be reasonably free from pollution-induced conditions. 18.2 Without limiting any other provisions of this Agreement, Licensee, at its Subsidiaries is expense, will at all times maintain and keep the Facilities and all improvements and property now or hereafter erected or placed thereon, including but not limited to, the structures, equipment, and operations, in compliance with all Environmental Laws governing federal, state, and local laws, rules and regulations designed to prevent or control the discharge of substances in the land, water, or air, and Licensee agrees to indemnify, hold harmless and defend Railroad from and against any and all suits, actions, proceedings, fines, claims, or the cleanup, response, removal or remediation of any environmental condition arising from or alleged to arise from a violation of any such environmental law, rule, or regulation, unless and except where such violation shall have been caused solely by the fault of the Railroad. 18.3 Without limiting any other provision of this Agreement, Railroad shall have the right to enter and inspect the Facilities in order to determine whether Licensee is complying with such laws, rules, and regulations, but no such inspection or absence of inspection by Railroad shall be construed to relieve Licensee of its businessobligations to comply with all such laws, except rules and regulations. 18.4 In the event any cleanup, response, removal or remediation of any environmental condition is required by a governmental entity (hereinafter collectively referred to as “Response Action”), Licensee shall not be entitled to any damages, actual or consequential, by reason of the Response Action’s interference with Licensee’s use of the Facilities. Licensee shall not be entitled to abatement in the rent for any interference with Licensee’s use of the Facilities due to a Response Action. Licensee shall permit Railroad and its contractor’s full, unrestricted and unconditional access to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required Facilities for the conduct purpose of completing or engaging in a Response Action for which Licensee is responsible should Licensee fail to diligently pursue and complete such Response Action to the business satisfaction of Railroad. Railroad’s completion of any Licensee’s obligations hereunder shall not be deemed a waiver of Licensee’s obligations under this Agreement. Railroad shall have the Borrower and each of its Subsidiaries under any Environmental Law have been secured and right, but not the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orobligation, to the best knowledge conduct reasonable inspections of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated Licensee’s Response Action and Licensee shall provide Railroad all information requested by the Borrower Railroad regarding Licensee’s Response Action or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to environmental condition for which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLicensee is responsible.

Environmental Compliance. The (a) Borrowers, Guarantors and any Subsidiary of any Borrower and each or Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its Subsidiaries is premises (whether or not owned by it) in compliance with all any manner which at any time violates any applicable Environmental Laws governing its businessLaw or Permit, except to the extent that any for such failure to comply (together with any resulting penalties, fines or forfeitures) would violations which could not be reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the operations of Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor comply with all Environmental Laws and each of its Subsidiaries is in substantial compliance therewithall Permits, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is non-compliance which could not be reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. . (b) There are has been no factsinvestigation by any Governmental Authority or any proceeding, circumstancescomplaint, conditions order, directive, claim, citation or occurrences on notice by any real property now Governmental Authority or at any time ownedother person nor is any pending or to the best of any Borrower’s or Guarantor’s knowledge threatened, leased with respect to any non-compliance with or operated violation of the requirements of any Environmental Law by the any Borrower or Guarantor and any Subsidiary of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which Guarantor or the Borrower release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any such Subsidiary has received written noticeother environmental, that health or safety matter, which in any case could be reasonably expected to have a Material Adverse Effect. (c) Borrowers, Guarantors and their Subsidiaries have no liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials, which in any case could be expected: reasonably expected to have a Material Adverse Effect. (id) to form the basis of an environmental claim against the Borrower or any of its Borrowers, Guarantors and their Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have all Permits required to be subject to any restrictions on obtained or filed in connection with the ownership, occupancy, use or transferability operations of such real property Borrowers and Guarantors under any Environmental LawLaw and all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect, except (in each any case) where such case, such environmental claims failure to obtain or restrictions that individually file (or be valid in the aggregate would full force and effect) could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower and each of its Subsidiaries is in shall take prompt action to respond to any material non-compliance with all any of the Environmental Laws governing its business, except and shall regularly report to Lender on such response. Without limiting the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct generality of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries foregoing, whenever Lender reasonably determines that there is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticenon-compliance, or otherwise knows, that it is any condition which requires any action by or on behalf of Borrower in order to avoid any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing thatnon compliance, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except Borrower shall, at Lender's request and Borrower's expense: (a) cause an independent environmental engineer reasonably acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (b) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in each such caseany material respect. Borrower shall indemnify and hold harmless Lender, such environmental claims its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) directly or restrictions that individually indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section shall survive the aggregate would not reasonably be expected to have a Material Adverse Effectpayment of the Obligations and the termination of this Agreement.

Environmental Compliance. The Borrower and each of its Subsidiaries (a) If the Company or any Subsidiary shall receive in writing any letter, notice, complaint, order, directive, claim or citation alleging that the Company or any Subsidiary (i) has violated any Environmental Law, (ii) has released or is about to release any Hazardous Material other than in compliance with all Environmental Laws governing (or suffered or permitted such action by any other Person on or in respect of property owned or operated by the Company or any Subsidiary or any other Person handling, transporting, or disposing of any Hazardous Material on behalf of the Company or any Subsidiary), or (iii) is liable for the costs of cleaning up, removing, remediating or responding to a release or threatened release of Hazardous Materials, which allegation in any of the foregoing instances, if true, could reasonably be expected to result in a Material Adverse Effect, the Company and any Subsidiary shall (a) provide prompt written notice thereof to the Agents describing in reasonable detail the nature of the matter and what action the Company or the applicable Subsidiary proposes to take with respect thereto, and (b) within the time period permitted by the applicable Environmental Law or the Governmental Authority responsible for enforcing such Environmental Law, remove or remedy, or cause the applicable Subsidiary to remove or remedy, such violation or release or satisfy such liability, unless and only during the period that the applicability of the Environmental Law, the fact of such violation or liability or the action required to remove or remedy such violation is being contested by the Company or the applicable Subsidiary by appropriate proceedings diligently conducted and all reserves with respect thereto as may be required under Generally Accepted Accounting Principles, if any, have been made, and no Lien in connection therewith shall have attached to any property of the Company or the applicable Subsidiary which shall have become enforceable against creditors of such Person. (b) Except for Hazardous Materials necessary for the routine maintenance of the properties owned or operated by the Company and its Subsidiaries or as brought on to such properties in the ordinary course of the Company's or any Subsidiary's business, except which Hazardous Material shall be used in compliance in all material respects with all applicable Environmental Laws, the Company covenants that it shall, and shall cause each Subsidiary to, not permit any Hazardous Materials to be brought on to the extent that any real property owned or operated by the Company and its Subsidiaries, or if so brought or found located thereon, shall be immediately removed, with proper disposal, and all environmental cleanup requirements shall be diligently undertaken pursuant to all Environmental Laws unless the presence of such failure to comply (together with any resulting penalties, fines or forfeitures) would Hazardous Materials could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is result in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Borrower and each of its Subsidiaries is will comply in compliance all material respects with all applicable Environmental Laws governing its businessin all jurisdictions in which any of them operates now or in the future, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is will comply in substantial compliance therewithall material respects with all such Environmental Laws that may in the future be applicable to the Borrower's or any Subsidiary's business, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which properties and assets. (b) If the Borrower or such any Subsidiary shall (i) receive notice that any material violation of any Environmental Law may have been committed or is a party or that would affect the ability of the Borrower or such Subsidiary about to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated committed by the Borrower or any of its Subsidiaries Subsidiary, (ii) receive notice that any administrative or on any Property adjacent judicial complaint or order has been filed or is about to any such real property, that are known by the Borrower or as to which be filed against the Borrower or any such Subsidiary has received written noticealleging a material violation of any Environmental Law requiring the Borrower or any Subsidiary to take any action in connection with the release of Hazardous Materials into the environment, (iii) receive any notice from a federal, state or local government agency or private party alleging that could reasonably the Borrower or any Subsidiary may be expected: liable or responsible for any material amount of costs associated with a response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, or (iiv) to form the basis become aware of an environmental claim any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries regarding any potential violation of Environmental Laws or any real property spill, release, discharge or disposal of any Hazardous Material, the Borrower shall promptly notify the Lender thereof (together with a copy of any such notice) and of any action being or proposed to be taken with respect thereto. (c) Within fifteen (15) days after the Borrower or any Subsidiary has learned of the enactment or promulgation of any Environmental Law which may result in any material adverse change in the condition, financial or otherwise, of the Borrower or any of its Subsidiaries; Subsidiary, the Borrower or (ii) to cause such real property to be subject to any restrictions on Subsidiary shall provide the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLender with notice thereof.

Environmental Compliance. The Borrower shall promptly comply, and each of its Subsidiaries is in compliance shall cause any lessee at the Property to comply, with all statutes, regulations and ordinances, and with all orders, decrees or judgments of Governmental Authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Property, any other Collateral, or any adjacent property, or incorporated in any Improvements, at Borrower's expense. In the event that Lender at any time believes that the Property or any other Collateral is not free of all Hazardous Waste or Materials or that Borrower or any lessee of the Property has violated any applicable Environmental Laws governing its business, except with respect to the extent that Property or any such failure other Collateral, then immediately, upon request by Lender, Borrower shall obtain and furnish to comply (together with any resulting penaltiesLender, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Borrower's sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Property or other Collateral from an expert satisfactory to Lender. In the event that Borrower fails to immediately obtain such audit or inspection, Lender or its agents may perform or obtain such audit or inspection at Borrower's sole cost and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithexpense. Lender may, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith but is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best Property or other Collateral; and whether or not Borrower has actual knowledge of the Borrowerexistence of Hazardous Waste or Materials on the Property, threatened wherein an unfavorable decisionany other Collateral, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the date hereof, Borrower shall reimburse Lender as provided herein for the full amount of all costs and expenses incurred by Lender prior to Lender acquiring title to the Property through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage or related documents shall operate to put Lender in the position of an owner of the Property or any other Collateral prior to any acquisition of the Property by Lender. The rights granted to Lender herein and in the Mortgage or related documents are granted solely for the protection of Lender's lien and security interest covering the Property and other Collateral and do not reasonably be expected grant to have a Material Adverse EffectLender the right to control Borrower's actions, decisions or policies regarding Hazardous Waste or Materials.

Environmental Compliance. The Borrower Except as otherwise set forth in Confidential Schedule 4.21: (A) Each of IBG, the IBG Subsidiaries and each all of its Subsidiaries is their IBG Properties and operations are in material compliance with all applicable Environmental Laws governing its business(as defined in Section 10.10(D)). Neither IBG nor any IBG Subsidiary has received any written notice of any past, present, or future conditions, events, activities, practices or incidents that would reasonably be expected to materially interfere with or prevent the compliance of IBG or any IBG Subsidiary with all applicable Environmental Laws. (B) IBG and each IBG Subsidiary have obtained all material permits, licenses and authorizations that are required under all applicable Environmental Laws. (C) No Hazardous Materials (as defined in Section 10.10(F)) exist on, about or within any of the IBG Properties, nor, to the Best Knowledge of IBG, have any Hazardous Materials previously existed on, about or within or been used, generated, stored, transported, disposed of, on or released from any of the IBG Properties, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) as would not reasonably be expected to have result in a Material Adverse EffectChange. All licenses, permits, registrations The use that IBG or approvals required for the conduct any IBG Subsidiary makes of the business IBG Properties will not result in the use, generation, storage, transportation, accumulation, disposal or release of any Hazardous Material on, in or from any of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithIBG Properties, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, to result in the aggregate, have a Material Adverse Effect. Change. (D) There are is no environmental claims action, suit, proceeding, investigation, or inquiry before any Governmental Authority pending or, to the best knowledge Best Knowledge of the BorrowerIBG, threatened wherein an unfavorable decisionthreatened, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower against IBG or any of its Subsidiaries or on IBG Subsidiary relating in any Property adjacent way to any such real property, that are known by the Borrower or as to which the Borrower or Environmental Law. Neither IBG nor any such IBG Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability for remedial action under any Environmental Law. Neither IBG nor any IBG Subsidiary has received any written request for information by any Governmental Authority with respect to the condition, except use or operation of any of the Properties nor has IBG or any IBG Subsidiary received any written notice from any Governmental Authority or other Person with respect to any violation of or claimed or potential liability of any kind under any Environmental Law (including any letter, notice or inquiry from any Person, including any Governmental Authority, informing IBG or any IBG Subsidiary that it is or may be liable in each any way under any Environmental Laws or requesting information to enable such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably a determination to be expected to have a Material Adverse Effectmade).

Environmental Compliance. (a) The Borrower Company is and each of its Subsidiaries is has been in compliance with all applicable Environmental Laws governing its businessLaws, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) do so would not reasonably be expected to have a Company Material Adverse Effect. All licensesThe Company has obtained and is and has been in material compliance with all permits required under applicable Environmental Laws. Neither the Seller nor the Company knows or has reason to suspect that there is any past or present event, permits, registrations condition or approvals required for circumstance that is likely to interfere with the conduct of the business of the Borrower and each of its Subsidiaries under Seller in the manner now conducted or which would interfere in any material respect with the Seller's compliance with Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Laws or approvals the failure to secure or to comply therewith is not reasonably likely to have constitute a Material Adverse Effect. material violation thereof. (b) Neither the Borrower Company nor any of its Subsidiaries has received written noticeproperty previously owned by the Company, or otherwise knows, that it is in subject to any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending actual or, to the best knowledge of the BorrowerSeller, threatened wherein an unfavorable decisionpotential action, ruling claim, investigation, review or finding would reasonably be expected other proceeding by any third party or before any governmental, judicial or regulatory body, under or based upon any Environmental Law or exposure to have a Material Adverse Effect. There are no facts, circumstances, conditions hazardous or occurrences on any real toxic substances. (c) The facilities and property now presently owned or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent Company have been operated in material compliance with all applicable Environmental Laws and are not (and would not be, if all relevant facts were known to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (iapplicable governmental authorities) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipremoval, occupancyclean-up, use remediation, restoration or transferability of recordation obligations under such real property under any Environmental Lawlaws, except in each such case, such environmental claims or restrictions that individually or in the aggregate as would not reasonably be expected to have a Company Material Adverse Effect. There are no underground or above-ground storage tanks or pits on the real property now or previously owned or leased by the Company that require (or that would require, if all relevant facts were known to the applicable governmental authorities) removal, clean-up, remediation, restoration, reporting, notification, recordation or any other action except as would not reasonably be expected to have a Company Material Adverse Effect. (d) No hazardous substances, solid wastes or other wastes generated by the Company (or, to the knowledge of the Seller, from properties previously owned by the Company) have been sent to a site which, pursuant to any applicable Environmental Law, has been placed, or is proposed to be placed, on the "National Priority List" or any similar state list of hazardous waste sites or which is subject to a claim, administrative order or other request to take any cleanup, removal or remedial action or to pay for any costs relating to such site. All hazardous substances, solid wastes and other wastes generated by the Company (or, to the knowledge of the Seller, any properties previously owned by the Company) and requiring disposal have, to the extent required by any Environmental Law, been transported only by authorized carriers and been treated, stored and disposed of only at permitted facilities. (e) The Seller shall provide to the Buyer true and correct copies of all environmental audits, assessments or other reports with respect to the compliance by the Company with, or liability of the Company under, Environmental Laws.

Environmental Compliance. The (i) Except where the failure to be in compliance could not present a reasonable likelihood of having a Material Adverse Effect, as of the date hereof the Borrower and each Subsidiary of its Subsidiaries the Borrower is in compliance with all Environmental Laws governing its businessapplicable to it and to the Business or Assets. The Borrower and each Subsidiary of the Borrower is in compliance with all franchises, grants, authorizations, permits, licenses, and approvals required under Environmental Laws, except to the extent that for any such non-compliance or failure to comply (together with obtain such Permits which could not reasonably be expected to have a Material Adverse Effect. The Borrower has caused U.S. Propane or the Master Partnership to submit timely and complete applications to renew any resulting penaltiesexpired or expiring Permits required pursuant to any Environmental Law, fines except for any non-compliance or forfeitures) would failure to obtain such permits which could not reasonably be expected to have a Material Adverse Effect. All licensesreports, permitsdocuments, registrations or approvals other submissions required for by Environmental Laws to be submitted by the conduct Borrower to any Governmental Authority or Person have been filed by or on behalf of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithBorrower, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is do so would not reasonably likely to have present a reasonable likelihood of having a Material Adverse Effect. Neither the Borrower nor . (a) There is no Hazardous Substance present at any of its Subsidiaries has received written notice, the real property currently owned or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which leased by the Borrower or such Subsidiary is a party or that would affect any of the ability Subsidiaries of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would extent that such presence could not reasonably be expected to have a Material Adverse Effect. There are , and (b) to the knowledge of the Borrower, there was no facts, circumstances, conditions or occurrences on Hazardous Substance present at any of the real property now formerly owned or at leased by U.S. Propane or the Master Partnership during the period of ownership or leasing by such Person; and with respect to such real property and subject to the same knowledge and temporal qualifiers concerning Hazardous Substances with respect to formerly owned or leased real properties, there has not occurred (x) any time ownedrelease, leased or operated by to the knowledge of the Borrower, any threatened release of a Hazardous Substance, or (y) any discharge or, to the knowledge of the Borrower, any threatened discharge of any Hazardous Substance into the ground, surface or navigable waters which discharge or threatened discharge violates any federal, state, local or foreign laws, rules or regulations concerning water pollution. (iii) Neither the Borrower or nor any of its the Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower has disposed of, transported, or arranged for the transportation or disposal of any Hazardous Substance where such disposal, transportation, or arrangement would give rise to liability pursuant to CERCLA or any of its Subsidiaries; or (ii) to cause analogous state statute other than any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions liabilities that individually or in the aggregate would could not reasonably be expected to have a Material Adverse Effect. (iv) Except as disclosed to the Banks in writing, (a) no Lien has been asserted by any Governmental Authority or person resulting from the use, spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by U.S. Propane or the Master Partnership or the Borrower, and (b) to the knowledge of the Borrower, no such Lien was asserted with respect to any of the real property formerly owned or leased by Heritage during the period of ownership or leasing of the real property by such Person. (a) There are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property currently owned or leased by the Borrower in violation of any Environmental Law, and (b) to the knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property formerly owned or leased by U.S. Propane or the Master Partnership in violation of any Environmental Law during the period of ownership or leasing of such real property by such Person. (vi) As of the date hereof, any propane is stored, used and handled by the Borrower and the Subsidiaries of the Borrower in compliance with all applicable Environmental Laws except for any storage, use or handling of propane that could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower Tenant shall not cause or permit any Hazardous Material to be used in or about the Premises in violation of applicable Environmental Laws by Tenant, its agents, employees, contractors, or invitees, without the prior written consent of Landlord (which consent shall not be required as long as Tenant demonstrates to Landlord’s reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant’s business and each of its Subsidiaries is will be used, kept, and stored in compliance a manner that complies with all laws relating to such Hazardous Material.) Notwithstanding the foregoing, Landlord acknowledges that Tenant’s use of racing and entertainment equipment requires the use and storage of petroleum and other automotive related products on the Premises, which will not be in violation of this Section so long as Tenant’s use complies with applicable Environmental Laws. Tenant acknowledges that Landlord acquired the Premises in a purchase from Tenant and that at no time has Landlord been in occupancy of the Premises; Tenant agrees that Tenant and not Landlord shall be responsible for any contamination of the Premises in violation of applicable Environmental Laws governing its business, except to the extent that Landlord did not cause such contamination. If Tenant breaches the obligations stated herein or if there is contamination of the Premises in violation of applicable Environmental Laws and Landlord did not cause such contamination, then Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space of the Premises, and sums paid in settlement of claims, attorneys’ fees, consultation fees, and expert fees) which arise during or after the Term of the Lease as a result of such failure to comply (together contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any resulting penaltiesinvestigation or site conditions or any cleanup, fines remedial, removal, or forfeitures) restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises not caused by Landlord results in any contamination of the Premises in violation of applicable Environmental Laws, Tenant shall promptly take all actions at its sole expense as are recommended by environmental engineers hired by Tenant and are necessary to return the Premises to a condition in compliance with applicable Environmental Laws; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not reasonably be expected to potentially have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions material adverse long-term effect on the ownership, occupancy, use or transferability value of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectPremises.

Environmental Compliance. LESSEE will so conduct and operate the Leased Premises as not to interfere in any way with the use and enjoyment of other portions of the same or neighboring buildings by others, by reason of offensive odors, smells, noise, accumulation of garbage or trash, vermin or other pests or otherwise and will, at its expense, employ a professional pest control service if necessary as a result of LESSEE’s operations. LESSEE agrees to maintain efficient and effective device for preventing damage to heating equipment from harmful solvents, degreasers, cutting oils, and the like, which may be used within the premises. No hazardous wastes, radioactive materials or chemical or harmful biological agents or materials of any sort shall be stored or allowed to remain within the Leased Premises at any time, without LESSOR’s prior notice and consent, which consent shall not be unreasonably withheld or delayed. LESSOR hereby expressly approves LESSEE’s storage and use of the chemicals and materials listed on Exhibit D attached hereto in the Leased Premises. Prior vacating the Leased Premises at the end of the Term (or any applicable extension), or sooner in the event of a default hereunder, LESSEE at its sole cost and expense shall provide LESSOR with an environmental audit by a qualified environmental engineering firm reasonably satisfactory to LESSOR. The Borrower aforesaid environmental audit shall affirmatively certify that the Leased Premises are free from any and each all contaminants, pollutants, radioactive materials, hazardous wastes or materials, bacteriological agents or organisms which would render the Leased Premises in violation of its Subsidiaries is G.L.c.21E, CERCLA, or ▇▇▇▇, or any regulations, from time to time. LESSEE shall be responsible to LESSOR (and any Lenders to the Building) for any and all environmental hazards or conditions which did not appear on the environmental audit provided to LESSOR by the LESSEE, and which preclude or condition the foregoing affirmative certification due from LESSEE as contemplated above, to the extent said hazards or conditions are reasonably attributable to LESSEE’s activities and use of their space. LESSOR represents and warrants that to the best of LESSOR’s knowledge LESSOR has not received any current outstanding notices that the Building and all tenants of the Building are not in compliance with all Environmental Laws governing its businessapplicable environmental laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower rules and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectregulations.

Environmental Compliance. The Borrower (a) Company shall comply, and each of cause its Subsidiaries is in compliance to comply, with all Environmental applicable Hazardous Material Laws governing its businessexcept for such non-compliance which would reasonably not be expected to have a Material Adverse Effect. (b) Company shall provide to Agent, except promptly upon receipt, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a circumstance or condition which requires or may require a financial contribution by Company or any Subsidiary to a cleanup, removal, remedial action, or other response by or on the extent that part of Company or any Subsidiary under applicable Hazardous Material Laws or which seeks damages or civil, criminal or punitive penalties from Company or any Subsidiary for an alleged violation of Hazardous Material Laws, where such failure to comply (together with any resulting penaltiescontribution, fines response or forfeitures) damages would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for . (c) Company shall promptly notify Agent and the conduct Banks in writing as soon as Company becomes aware of the business occurrence or existence of any condition or circumstance which makes the environmental warranties contained in this Agreement incomplete or inaccurate in any material respect as of any date. (d) In the event of any condition or circumstance that makes any environmental warranty, representation and/or agreement incomplete or inaccurate in any material respect as of any date, Company shall, at the reasonable request of Agent, at its sole expense, retain an environmental consultant, reasonably acceptable to Agent and the Banks, to conduct an appropriate investigation regarding the changed condition and/or circumstance. A copy of the Borrower and each of its Subsidiaries under environmental consultant's report will be promptly delivered to Agent upon completion. (e) At any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithtime Company or any Subsidiary, except for such licensesdirectly or indirectly through any environmental consultant or other representative, permitsundertakes an environmental audit, registrations assessment or approvals the failure investigation relating to secure any fact, event or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to condition which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no factsCompany shall promptly provide Agent with written notice of the initiation of the environmental audit, circumstancesfully describing the purpose and intended scope of the environmental audit. Upon receipt, conditions Company will promptly provide to Agent copies of all final findings and conclusions of any such environmental investigation. (f) Company hereby indemnifies, saves and holds Agent and each of the Banks and any of their respective past, present and future officers, directors, shareholders, employees, representatives and consultants harmless from any and all loss, damages, suits, penalties, costs, liabilities and expenses (including but not limited to reasonable investigation, environmental audit(s), and legal expenses) arising out of any claim, loss or occurrences damage of any property, injuries to or death of persons, contamination of or adverse affects on the environment, or any real violation of any applicable Hazardous Material Laws, caused by or in any way related to any property now or at any time owned, leased owned or operated by Company or any Subsidiary, or due to any acts of Company or any Subsidiary or such person's, officers, directors, shareholders, employees, consultants and/or representatives; provided, however, that the Borrower foregoing indemnification shall not be applicable when arising from events or conditions occurring while Agent is in sole possession (subject to the rights of any creditors of Company) of such property. In no event shall Company be liable hereunder for any loss, damages, suits, penalties, costs, liabilities or expenses arising from any act of willful misconduct or gross negligence of Agent or any of its Subsidiaries or on any Property adjacent to any such real propertythe Banks, that are known by the Borrower or as to which the Borrower or any such Subsidiary Person's agents or employees. It is expressly understood and agreed that the indemnifications granted herein are intended to protect Agent and each of the Banks, their respective past, present and future officers, directors, shareholders, employees, consultants and representatives from any claims that may arise by reason of the Liens granted to Agent and each of the Banks, or under any other document or agreement given to secure repayment of any indebtedness from Company, whether or not such claims arise before or after Agent has received written noticeforeclosed upon and/or otherwise become the owner of any such property. All obligations of indemnity as provided hereunder shall be secured by the Collateral Documents until payment in full of all indebtedness of Company to the Banks, that could reasonably be expected: (i) to form unless there is a then known violation of the basis of an environmental claim against the Borrower Hazardous Material Laws and Agent or any of the Banks has asserted in writing a claim for indemnification from Company, in which event the same shall continue until the violation is remediated. It is expressly agreed and understood that the provisions hereof shall and are intended to be continuing and shall survive the repayment of the Indebtedness. (g) Company and its Subsidiaries or any real property shall maintain all permits, licenses and approvals required under applicable Hazardous Material Laws except such permits, licenses and approvals the failure of the Borrower or any of its Subsidiaries; or (ii) which to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate have would reasonably not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower and each (a) Except as set forth on Schedule 8.8 hereto, no Borrower, Guarantor or any of their Subsidiaries has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its Subsidiaries is premises (whether or not owned by it) in compliance with all any manner which at any time violates any applicable Environmental Laws governing its businessLaw where the violation would have a Material Adverse Effect, except or violates any license, permit, certificate, approval or similar authorization issued to any Borrower, Guarantor or such Subsidiary thereunder where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) violation thereof would not reasonably be expected to have a Material Adverse Effect. All Except as set forth on Schedule 8.8 hereto, the operations of each Borrower, Guarantor and their Subsidiaries comply in all respects with all applicable Environmental Laws and all licenses, permits, registrations or certificates, approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals similar authorizations thereunder where the failure to secure or to comply therewith is not reasonably likely to or the violation thereof would have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice. (b) Except as set forth on Schedule 8.8 hereto, or otherwise knows(i) there is no investigation, that it is in any respect in noncompliance withproceeding, breach of or default under any applicable writcomplaint, order, judgmentdirective, injunctionclaim, citation or decree to which the Borrower notice by any Governmental Authority or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims other person pending or, to the best of the knowledge of any Borrower and Guarantor threatened, with respect to any non-compliance with or violation of the requirements of any applicable Environmental Law by any Borrower, threatened wherein an unfavorable decision, ruling or finding Guarantor and their Subsidiaries which would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances(ii) there has not been any release, conditions spill or occurrences discharge of any Hazardous Material on any real property now properties of any Borrower, Guarantor or such Subsidiary, or to the best of the knowledge of any Borrower and Guarantor, releases, spills or discharges from any properties at which any time ownedBorrower, leased Guarantor or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written noticetransported, that could reasonably be expected: stored or disposed of any Hazardous Materials which would have a Material Adverse Effect, and (iiii) to form the basis there has not been any generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of an any Hazardous Materials or any other environmental claim against the matter which affects any Borrower or Guarantor or its business, operations or assets in any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate manner which would not reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule 8.8 hereto, no Borrower, Guarantor or any of their Subsidiaries has any liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials which would have a Material Adverse Effect. (d) Except as set forth on Schedule 8.8 hereto, each Borrower, Guarantor and their Subsidiaries has all licenses, certificates, approvals, similar authorizations and other Permits required to be obtained or filed in connection with the operations of such Borrower, Guarantor and Subsidiary under any Environmental Law and all of such licenses, permits, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect in each case where the failure to obtain or maintain such licenses, permits, certificates, approvals or similar authorizations would have a Material Adverse Effect.

Environmental Compliance. The Borrower 20.1 Landlord hereby agrees that if at anytime during the term of this Lease it should be determined that the Building or Premises were contaminated with Hazardous Material on the Commencement Date of this Lease or thereafter because of any acts or omissions of Landlord, Landlord agrees to indemnify and each hold Tenant harmless from any and all claims, liabilities, damages and obligations of its Subsidiaries any nature arising from or as a result of such contamination. 20.2 Tenant represents, warrants, and covenants to Landlord that: (a) Tenant will cause the Premises at all times to be and remain in compliance with all applicable laws, ordinances, and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment, including those statutes, laws, regulations, and ordinances identified in subparagraph (f), all as amended and modified from time to time (collectively, “Environmental Laws”). Tenant agrees to obtain and keep in effect all governmental permits and approvals relating to the use or operations of the Premises required by applicable Environmental Laws, and Tenant agrees to comply with the terms of the same. (b) Tenant will not generate, manufacture, store, treat, transport, release, or dispose of “Hazardous Material,” as that term is defined in subparagraph (f), on, in, under, about or from the Premises or Building, other than in such quantities as are required for the conduct of Tenant’s business as allowed under this Lease, and other than those lawfully incorporated into the Premises, in keeping with good construction practices, as appropriate building materials, and then only in compliance with all Environmental Laws governing its businessLaws, except health, safety, handling, reporting and disclosure laws, regulations and rules. Tenant shall within thirty (30) days of Landlord’s written request, and not more often than once in any twelve month period, unless Landlord has reasonable cause to the extent believe that any Tenant is not in compliance with this Section 20, provide to Landlord a detailed list of such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for materials used in the conduct of Tenant’s business or incorporated in the business Premises, together with copies of all applicable permits related to such materials, if any. If any Hazardous Material (other than as permitted in the foregoing sentence) is found on the Premises, or if Tenant or any one of its employees, agents, contractors, suppliers or invitees causes, contributes to or aggravates any release or disposal of any Hazardous Material on, in, under or about the Premises or Building, Tenant, at its own cost and expense will within fifteen (15) days of receipt of notice thereof (except in the event of an emergency, in which case Tenant shall take action immediately) take such action as is necessary to detain the spread of and remove the Hazardous Material to the complete satisfaction of Landlord and the appropriate governmental authorities. (c) Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to Tenant’s compliance with Environmental Laws. Tenant will, at its sole cost, promptly cure and have dismissed with prejudice any such action. Tenant will keep the Premises and Building free of any lien imposed pursuant to any Environmental Laws on account of Tenant’s generation, manufacture, storage, treatment, transportation, release, or disposal of Hazardous Material. (d) If Tenant breaches or fails to comply with any of the Borrower foregoing warranties, representations, and each covenants, Landlord may upon fifteen (15) days notice to Tenant (except in the case of an emergency, in which case Landlord may take action immediately) cause the removal (or other cleanup acceptable to Landlord) of any Hazardous Material (other than those expressly authorized herein) from the Premises or Building. The costs of such Hazardous Material removal and any other cleanup (including transportation and storage costs) will be additional rent under this Lease, whether or not a court or administrative agency has ordered the cleanup, due and payable on Landlord’s demand. Tenant thereby grants Landlord, its Subsidiaries employees, agents and contractors, access to the Premises to remove or otherwise clean up any Hazardous Material. Landlord, however, has no affirmative obligation to Tenant under this Lease to remove or otherwise clean up any Environmental Law have been secured Hazardous Material, from the Premises or Building and the Borrower nothing in this Lease will be construed as creating any such obligations. (e) Tenant agrees to indemnify, defend, and each of its Subsidiaries is in substantial compliance therewithhold Landlord and Landlord’s affiliates, except for such licensesshareholders, permitspartners, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticedirectors, officers, employees and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or otherwise knowsexpenses of any kind (including attorneys’ and experts’ fees and expenses and fees and expenses incurred in investigating, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunctiondefending, or decree to which the Borrower prosecuting any litigation, claim, or such Subsidiary is a party or proceeding) that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or may at any time ownedbe imposed upon, leased incurred by, asserted, or operated by the Borrower awarded against Landlord or any of its Subsidiaries them in connection with or on any Property adjacent to any such real property, that are known by arising from or out of Tenant’s obligations hereunder. This indemnification is the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: personal obligation of Tenant and shall survive termination of this Lease. (if) to form the basis For purposes of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.this Lease “Hazardous Material” means:

Environmental Compliance. The (a) With or without notice, and without releasing Borrower and each from any obligation hereunder or under the Loan Agreement, Lender shall have the right, but shall not be obligated, to cure any default of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct Borrower under this Section 5.1.19 of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is Loan Agreement, and, in substantial compliance connection therewith, except for such licensesLender or its agents, permitsacting by themselves or through a court-appointed receiver, registrations or approvals may enter upon the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Property or any of its Subsidiaries part thereof and perform such acts and things as Lender deems necessary or on any Property adjacent desirable to any such real propertyinspect, that are known by investigate, assess, and protect the Borrower or as to which security hereof, including without limitation, the Borrower or any such Subsidiary has received written notice, that could reasonably be expectedright to: (i) obtain a court order to form enforce Lender’s rights to enter and inspect the basis Property under California Civil Code Section 2929.5, to which the decision of Lender as to whether there exists a release or threatened release of Hazardous Substances in or onto the Property shall be deemed reasonable and conclusive as between the parties hereto; and (ii) have a receiver appointed under California Code of Civil Procedure Section 564 to enforce Lender’s right to enter and inspect the Property for Hazardous Substances. All costs and expenses reasonably incurred by Lender with respect to the audits, tests, inspections, and examinations which Lender or its agents or employees may conduct, including the fees of the engineers, laboratories, contractor, consultants, and attorneys, shall be paid by Borrower. All reimbursement costs and expenses incurred by Trustee and Lender pursuant to this subparagraph (including, without limitation, court costs, consultant fees and attorney fees, whether incurred in litigation or otherwise and whether before or after judgment) shall bear interest at the Default Rate from the date such costs and expenses are incurred until said sums have been fully paid. (b) At Lender’s option, Lender shall be entitled to seek a judgment that Borrower has breached its covenants, representations and/or warranties with respect to the environmental matters set forth in the Environmental Indemnity Agreement of even date herewith between Borrower and Lender, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract pursuant to California Code of Civil Procedure Section 736, whether commenced prior to foreclosure of the Property or otherwise, and to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred or advanced by Lender relating to the cleanup, remediation or other response action, required by applicable law or to which Lender believes necessary to protect the Property (collectively, the “Environmental Costs”) (excluding, however, any Environmental Costs not permitted to be recovered pursuant to Section 736 of the California Code of Civil Procedure), it being conclusively presumed between Lender and Borrower that all such Environmental Costs incurred or advanced by Lender relating to the cleanup, remediation, or other response action of or to the Property were made by Lender in good faith. Environmental Costs that are not permitted to be recovered pursuant to Section 736 may be referred to hereinafter as the “Unsecured Environmental Costs,” and Environmental Costs other than the Unsecured Environmental Costs may be referred to hereinafter as the “Secured Environmental Costs.” Any Unsecured Environmental Costs shall not be secured by this Security Instrument; provided, however, nothing herein shall prevent Lender from recovering any Unsecured Environmental Costs pursuant to the unsecured Environmental Indemnity, to the extent they are recoverable in accordance with said Environmental Indemnity. All Environmental Costs under this subparagraph (including, without limitation, court costs, consultant fees and attorneys’ fees, whether incurred in litigation or otherwise and whether before or after judgment) shall bear interest at the Default Rate from the date of such costs and expenses have been incurred until said sums have been fully paid. Lender shall be entitled to bid, at a sale of the Property held as provided herein, the amount of such Secured Environmental Costs (including interest thereon) in addition to the amount of the other obligations hereby secured as a credit bid, the equivalent of cash. (c) At Lender’s option, Lender shall be entitled to waive its lien against the Property or any portion thereof, whether fixtures or personal property, to the extent such property is found to be environmentally impaired in accordance with California Code of Civil Procedure Section 726.5 and to exercise any and all rights and remedies of an environmental claim unsecured creditor against Borrower and all of Borrower’s assets and property for the recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order under California Code of Civil Procedure Section 483.010. As between Lender and Borrower, for purposes of California Code of Civil Procedure Section 726.5, Borrower shall have the burden of proving that Borrower or any of its Subsidiaries related party (or any real property affiliate or agent of the Borrower or any related party) was not in any way negligent in permitting the release or threatened release of its Subsidiaries; Hazardous Substances. (d) Borrower acknowledges and agrees that, notwithstanding any term or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision contained herein or in the aggregate would Loan Documents, Environmental Costs shall be exceptions to any nonrecourse or exculpatory provisions of the Loan Documents. Borrower shall be fully and personally liable for the Environmental Costs hereunder, and such liability shall not reasonably be expected limited to have the original principal amount of the obligation secured by this Security Instrument. Borrower’s obligations for Environmental Costs shall survive a Material Adverse Effectforeclosure, deed in lieu of foreclosure, release, reconveyance, or any other transfer of the Property or this Security Instrument. For the purposes of any action brought under subparagraphs (b) and (c) of this Section 12.5, Borrower hereby waives the defense of laches and any applicable statute of limitations.

Environmental Compliance. (i) The Borrower and each of its Subsidiaries is Leased Property complies in compliance all material respects with all Environmental Laws governing its business, except Laws; all necessary Environmental Permits have been obtained and are in effect for the Leased Property and to the extent best of the Lessee's knowledge, no circumstances exist that any such failure could be reasonably expected to comply (together with any resulting penalties, fines or forfeituresA) would not form the basis of an Environmental Action against the Leased Property that could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; Effect or (iiB) to cause such real property the Leased Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law. (ii) Neither the Leased Property nor any part thereof is listed or, except to the knowledge of the Lessee, proposed for listing on the NPL or on CERCLIS or any analogous state list of sites requiring investigation or cleanup. (iii) No Hazardous Materials that have been generated at or transported from the Leased Property or any part thereof have been disposed at any location that is listed or, to the best of the Lessee's knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous state list, and all Hazardous Materials generated, used, treated, handled or stored at or transported to or from the Leased Property or any part thereof and any property currently or formerly owned or operated by the Lessee have been disposed of in each such casecompliance in all material respects with all Environmental Laws and applicable Environmental Permits. (iv) The Lessee has not received any written or other notice, such environmental claims mandate, order, Lien or restrictions that individually request which remains pending under an Environmental Law concerning any of the Leased Property or any part thereof or relating to an alleged violation of an Environmental Law concerning the Leased Property or any part thereof or relating to any potential adverse action in any way involving environmental, health or safety matters affecting the aggregate would not reasonably Leased Property or any part thereof. (v) There is no proceeding pending or, to the knowledge of the Lessee, threatened against the Lessee by any Federal, state, or local court, tribunal, administrative agency, department, commission, board or other authority or instrumentality with respect to the presence or release of any Hazardous Material from the Leased Property or any part thereof. (vi) To the knowledge of the Lessee, no Hazardous Materials have been Released from or on the Leased Property or any part thereof for which remedial action could be expected required under any Environmental Law or may be necessary to have prevent or eliminate a Material Adverse Effectsignificant risk to human health or the environment.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims under any Environmental Law pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental a claim under any Environmental Law against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, case where such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower and each Except for copper emissions from the Subsidiary's plant in Durham, North Carolina (which emissions do no violate applicable Environmental Laws), hazardous materials have not been released or disposed of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that on any such failure to comply (together with any resulting penalties, fines property owned or forfeitures) would not reasonably be expected to have leased by a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, any property adjoining any such properties. All environmental permits have been obtained and are in effect for the operations conducted at all property owned or leased by the Borrower or any of its Subsidiaries. The Borrower and each of its Subsidiaries are in material compliance with all applicable Environmental Laws and all environmental permits. The Borrower and each of its Subsidiaries have disposed of all wastes generated, including wastes containing hazardous materials, in material compliance with all applicable Environmental Laws and environmental permits. There are no past, pending or, to the actual knowledge of the Borrower, threatened wherein an unfavorable decision, ruling environmental claims against the Borrower or finding would reasonably be expected to any of its Subsidiaries that individually or in the aggregate could have a Material Adverse Effect. There No property owned or leased by the Borrower or any of its Subsidiaries, or to the best knowledge of the Borrower, any property adjoining any such property, is listed or proposed for listing on the National Priorities List under CERCLA or on any other list maintained by any governmental authority of sites requiring environmental investigation or cleanup. Neither the Borrower nor any if its Subsidiaries has transported or arranged for the transportation of any hazardous materials to any location that is listed or proposed for listing on the National Priorities List under CERCLA or on any other analogous list or, to the best knowledge of the Borrower, to any location that is the subject of any environmental claim. To the best knowledge of the Borrower, there are no facts, circumstances, conditions circumstances with respect to any property owned or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on the operations of any Property adjacent to any such real property, that are known by of the Borrower or as to which the Borrower or any such Subsidiary has received written notice, its Subsidiaries that could reasonably be expected: anticipated (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries such Subsidiary or any real property of owned or leased by the Borrower or any of its Subsidiaries; Subsidiary that individually or in the aggregate might result in a Material Adverse Effect or (ii) to cause such real any property owned or leased by the Borrower or any Subsidiary to be subject to any restrictions on the ownership, occupancy, use or 44 53 transferability of such real property under any applicable Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. (a) The Borrower Loan Parties and their respective Subsidiaries, and the operations conducted by each of its Subsidiaries is them, are in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) noncompliance would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for The Loan Parties and their respective Subsidiaries conduct in the conduct ordinary course of business a review of the business effect of the Borrower existing Environmental Laws and each claims alleging potential liability or responsibility for violation of its Subsidiaries under any Environmental Law have been secured or for any Release of Hazardous Materials on their respective businesses, operations and properties, and as a result thereof, neither the Parent nor the Borrower has reasonably concluded that such Environmental Laws and each of its Subsidiaries is in substantial compliance therewithclaims would, except for such licenses, permits, registrations individually or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. . (b) There are has been no factsRelease or threatened Release of Hazardous Materials on, circumstancesat, conditions under, to or occurrences on from any real property now or at any time ownedcurrently or, leased to the best of the knowledge of the Loan Parties, formerly owned or operated by the Borrower any Loan Party or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by during the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability term of such real property under any Environmental Lawparty’s ownership or operation, except in each for such caseReleases or threatened Releases which, such environmental claims or restrictions that individually or in the aggregate aggregate, would not reasonably be expected to have a Material Adverse Effect, and as of the Closing Date would not reasonably be expected to have a material adverse effect on the value of the real property Collateral taken as a whole. (c) All Hazardous Materials generated, used, treated, handled or stored at, or transported by any Loan Party or any of its Subsidiaries have been disposed of at off-site locations, or in the case of friable asbestos was removed and disposed of at an off-site location or encapsulated, in each case in a manner not reasonably expected to result in a Material Adverse Effect, and as of the Closing Date would not reasonably be expected to result in a material adverse effect on the value of the real property Collateral taken as a whole. (d) There are no pending or, to the knowledge of the Borrower, threatened claims of Environmental Liability against any Loan Party or any of its Subsidiaries or relating to any property currently or, to the best of the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, and to the knowledge of the Borrower there exists no reasonable basis for the assertion of such Environmental Liability; and there are no pending or, to the knowledge of the Borrower, threatened investigations by any Governmental Authority concerning the presence or Release of Hazardous Materials relating to any property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries, except for such claims, assertions, investigations of Environmental Liability that would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, and as of the Closing Date would not individually or in the aggregate reasonably be expected to have a material adverse effect on the value of the real property Collateral taken as a whole. (e) No action has been taken pursuant to the provisions of Sections 25220 through 25241 of the California Health and Safety Code to designate the Elk Grove Facility or any other real property owned or operated by the Loan Parties or any of their respective Subsidiaries in the State of California as a hazardous waste property or border zone property or otherwise to materially and adversely restrict the land use of the Elk Grove Facility or any other real property material to the operation of the Business owned by the Loan Parties or any of their respective Subsidiaries in the State of California (including through a moratorium on new land uses), nor do the Loan Parties or any of their respective Subsidiaries have actual knowledge of any condition which would reasonably be expected to give rise to such designation or other material or adverse restriction.

Environmental Compliance. The Borrower (i) Except as referenced in the Disclosed Information and where non-compliance would not have a Material Adverse Effect, the operations and properties of the Company (other than the Property) and each of its Subsidiaries is comply in compliance all material respects with all Environmental Laws governing Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Company and its businessSubsidiaries, except the Company and its Subsidiaries are in compliance in all material respects with all such Environmental Permits, and no circumstances exist that could be reasonably likely to (A) form the extent basis of an Environmental Action against the Company or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (B) cause any such failure property to comply (together with be subject to any resulting penaltiesrestrictions on ownership, fines occupancy, use or forfeitures) would not reasonably be expected to transferability under any Environmental Law that could have a Material Adverse Effect. All licensesExcept as referenced in the Disclosed Information, permits, registrations or approvals required the Property complies in all material respects with all Environmental Laws; all necessary Environmental Permits have been obtained and are in effect for the conduct Property and no circumstances exist that could be reasonably likely to (A) form the basis of an Environmental Action against the business of Property or (B) cause the Borrower and each of its Subsidiaries Property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law have been secured and Law. (ii) Except as referenced in the Borrower and each Disclosed Information, none of the properties currently or formerly owned or operated by the Company (other than the Property) or any of its Subsidiaries is in substantial compliance therewithlisted or proposed for listing on the National Priorities List under the CERCLA ("NPL") or on CERCLIS or any analogous state list of sites requiring investigation or cleanup, except for such licensesthe listing, permits, registrations or approvals the failure to secure or to comply therewith is not proposed listing of which would be reasonably likely to have a Material Adverse Effect. Neither The Property is not listed or proposed for listing on the Borrower NPL or on CERCLIS or any analogous state list of sites requiring investigation or cleanup. (iii) Except as referenced in the Disclosed Information, except where noncompliance would not individually or in the aggregate have a Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries has received written noticetransported or arranged for the transportation of any Hazardous Materials to any location that is listed or proposed for listing on the NPL or on the CERCLIS or any analogous state list, and (B) all Hazardous Materials generated, used, treated, handled or otherwise knows, that it is in stored at or transported to or from any respect in noncompliance with, breach of property currently or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased formerly owned or operated by the Borrower Company or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or have been disposed of in compliance with all Environmental Laws and Environmental Permits. Except as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or referenced in the aggregate would not reasonably be expected Disclosed Information, all Hazardous Materials generated, used, treated, handled or stored at or transported to or from the Property have a Material Adverse Effectbeen disposed of in compliance with all Environmental Permits.

Environmental Compliance. The Borrower (a) Seller and each the Leased Real Property are currently, and at all times during Seller’s occupancy and/or operation of its Subsidiaries is the Leased Real Property have been, in full compliance with all applicable Environmental Laws. At all times during Seller’s occupancy and/or operation of the Leased Real Property, there has not been, or is not now occurring, any Release of any Hazardous Material or any Contamination on, under or from the Leased Real Property. To the Knowledge of Seller, at all times prior to Seller’s occupancy and/or operation of the Leased Real Property, there did not occur any Release of any Hazardous Material or any Contamination on, under or from the Leased Real Property. (b) Seller has obtained and maintained in full force and effect all Permits required by any applicable Environmental Laws governing its business, except necessary to conduct the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the activities and business of Seller as currently conducted and to occupy or operate the Borrower Leased Real Property occupied or operated by Seller (collectively the “Environmental Permits”). Seller has conducted its activities and each Business in compliance in all material respects with all terms and conditions of its Subsidiaries under any Environmental Law have Permits. Seller has filed all reports and notifications required to be filed under applicable Environmental Laws and Environmental Permits. (c) No Environmental Action is pending, has been secured and the Borrower and each of its Subsidiaries is asserted in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending writing against or, to the best knowledge Knowledge of Seller, is threatened against Seller. (d) Seller has not stored, transported, handled, treated, processed, used or disposed of any Hazardous Materials on, in or under the BorrowerLeased Real Property, threatened wherein an unfavorable decisionexcept as permitted by, ruling and made in accordance with, applicable Environmental Laws. (e) With respect to the Leased Real Property, Seller has not received any notification pursuant to any Environmental Laws, nor does Seller have any Knowledge, that (i) any work, repairs, corrective or finding would reasonably remedial action, construction or capital expenditures are required to be expected made as a condition of continued compliance with any Environmental Laws or any Environmental Permit, (ii) any Environmental Permit is about to have a Material Adverse Effect. There are no factsbe reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated or (iii) any events, conditions, circumstances, conditions activities, practices, incidents, actions or occurrences on omissions may interfere with or prevent compliance or continued compliance with any real property now Environmental Law. (f) Seller has previously delivered to Buyer a copy of all reports, assessments, investigations, permits, correspondence and other documents and information whatsoever in the possession of Seller that relate to the compliance status of Seller or at the Leased Real Property under any time ownedEnvironmental Laws. (g) To the Knowledge of Seller, leased there are no past or operated by present facts, actions, activities, circumstances, conditions, occurrences, events or incidents, including the Borrower Release or any presence of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written noticeHazardous Materials, that could reasonably be expected: (i) to form the basis of an environmental claim Environmental Action against or involving Seller or the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or Leased Real Property, (ii) to cause such real property the Leased Real Property to be subject to any restrictions on the or affect its ownership, occupancy, use or transferability of such real property under any applicable Environmental Law, except in each such case, such environmental claims (iii) require the filing or restrictions that individually recording of any notice or restriction relating to the presence of Hazardous Materials in the aggregate would not reasonably be expected to have a Material Adverse Effectreal estate records in the county or municipality in which the Leased Real Property is located, other than any customary disclosure requirements in connection with the transfer of the Leased Real Property, or (iv) prevent or interfere with the construction, operation or maintenance of the Leased Real Property.

Environmental Compliance. The Borrower has taken all necessary steps to investigate the past and present condition and usage of its Real Estate and the operations conducted thereon and, based upon such diligent investigation, makes the following representations: (a) The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business, except relating to the extent that operation of its business and the use and occupancy of any Real Estate. There is no pending or threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any governmental entity relating to any Environmental Law involving the Borrower or any of its Subsidiaries. (b) There have been no releases of any Materials of Environmental Concern into the environment at any parcel of Real Estate or any facility formerly or currently owned, operated or controlled by the Borrower or any of its Subsidiaries. With respect to any such failure releases of any Materials of Environmental Concern, the Borrower has given all required notices to comply (together with government entities. The Borrower is not aware of any resulting penaltiesreleases of Materials of Environmental Concern at parcels of Real Estate or facilities other than those owned, fines operated or forfeitures) would not controlled by the Borrower or any of its Subsidiaries that could reasonably be expected to have an impact on the Real Estate or facilities owned, operated or controlled by the Borrower or any of its Subsidiaries. (c) in Schedule 5.25 is a Material Adverse Effect. All licenseslist of all environmental reports, permits, registrations investigations and audits relating to premises currently or approvals required for previously owned or operated by the conduct Borrower and its Subsidiaries (whether conducted by or on behalf of the business Borrower, any of its Subsidiaries or a third party, and whether done at the initiative of the Borrower or any of its Subsidiaries or directed by a governmental entity or other third party) which the Borrower or any of its Subsidiaries has in its possession or to which it has access, and complete and accurate copies of each such report, or the results of each such investigation or audit, have been provided to the Administrative Agent. (d) The Borrower and each of its Subsidiaries has filed all reports and returns required to be filed by such Person under any Environmental Law have been secured and the Laws. The Borrower and each of its Subsidiaries has obtained and is in substantial compliance therewith, except for such with all licenses, permits, registrations registrations, certificates, consents, approvals or approvals the failure to secure authorizations (collectively, "Environmental Permits") required by all applicable Environmental Laws. No event has occurred and is continuing that requires, or to comply therewith is not reasonably likely to have a Material Adverse Effectafter notice or lapse of time or both would require, any modification or termination of any Environmental Permit. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form has received any notice asserting the basis absence of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; Environmental Permit or (ii) to cause such real property to be subject to has knowledge of any restrictions on the ownershipenvironmental law proposed or under consideration, occupancywhich, use or transferability of such real property under any Environmental Lawif effective, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to could have a Material Adverse Effect. (e) Neither the Borrower nor any of its Subsidiaries, nor any of the Real Estate, is subject to any applicable Environmental Laws requiring the performance of site assessments for Materials of Environmental Concern, or the removal or remediation of Materials of Environmental Concern, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby.

Environmental Compliance. The Borrower (a) Each Credit Party will, and each will cause its Subsidiaries to, use and operate all of its Subsidiaries is and their facilities and Real Property in compliance with all Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, keep all necessary permits, registrations or approvals required for the conduct of the business of the Borrower approvals, certificates, licenses and each of its Subsidiaries under any Environmental Law have been secured other authorizations relating to environmental matters in effect and the Borrower and each of its Subsidiaries is remain in substantial compliance therewith, except for such licensesand handle all Hazardous Materials in compliance with all Environmental Laws, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor and keep its and their Real Property free of any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated Lien imposed by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in except where the aggregate would failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The Borrower will promptly give notice to the Administrative Agent upon any Credit Party or Subsidiary thereof becoming aware of: (i) any violation by any Credit Party or any of its Subsidiaries of any Environmental Law that could reasonably be expected to result in a Material Adverse Effect, (ii) any proceeding against or investigation of any Credit Party under any Environmental Law, including a written request for information or a written notice of violation or potential environmental liability from any Governmental Authority or any other Person, which could reasonably be expected to result in a Material Adverse Effect, (iii) the occurrence or discovery of a new Release or new threat of a Release (or discovery of any Release or threat of a Release previously undisclosed by any Credit Party to Administrative Agent) at, on, under or from any of the Real Property of any Credit Party or any facility or assets therein in excess of reportable or allowable standards or levels under any Environmental Law, or under circumstances, or in a manner or amount that could reasonably be expected to result in a Material Adverse Effect or (iv) any Environmental Claim arising or existing on or after the Closing Date which could reasonably be expected to result in a Material Adverse Effect. (c) In the event of a Release of any Hazardous Material on any Real Property of any Credit Party that could reasonably be expected to result in material liability on the part of any Credit Party under any Environmental Law, such Credit Party, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and resolve any such violation or potential liability in accordance with and to the extent required of such Credit Party under Environmental Law, and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions; provided, however, that no Credit Party (or its respective Subsidiaries) shall be required to undertake any such response, corrective action or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. (d) Each Credit Party shall provide the Administrative Agent with copies of any material demand, request for information, notice, submittal, documentation or correspondence received or provided by any Credit Party or any of its Subsidiaries from or to any Governmental Authority or other Person under any Environmental Law to the extent the same would reasonably be expected to result in a Material Adverse Effect. Such notice, submittal or documentation shall be provided to the Administrative Agent promptly and, in any event, within five (5) Business Days after such material is provided to any Governmental Authority or third party. (e) At the reasonable written request of the Administrative Agent, the Borrower shall obtain and provide, at their sole expense, an environmental site assessment (including, without limitation, the results of any groundwater or other testing, conducted at the Administrative Agent’s reasonable request) concerning any Real Property now or hereafter owned by any Credit Party or any of its Subsidiaries, conducted by an environmental consulting firm approved by the Administrative Agent indicating, to the reasonable satisfaction of the Administrative Agent, the likely presence or absence of Hazardous Materials and the potential cost of any required action in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that in the reasonable judgment of the Administrative Agent could be expected to result in a material violation of or material liability under any Environmental Law on the part of any Credit Party or its respective Subsidiaries; provided further, if the Borrower fail to provide the same within ninety (90) days after such request was made, the Administrative Agent may but is under no obligation to conduct the same, and the Credit Parties shall grant and hereby do grant to the Administrative Agent and its agents access to such Real Property and specifically grants the Administrative Agent an irrevocable nonexclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Borrower’s sole cost and expense.

Environmental Compliance. The Borrower (a) Maintain at all times all Material permits, licenses and each of its Subsidiaries is other authorizations required under Environmental Laws, and comply in compliance all Material respects with all Environmental Laws governing its business, except to terms and conditions of the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, required permits, registrations or approvals required for licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the conduct of Environmental Laws. (b) Notify the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured Administrative Agent and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Lenders promptly upon obtaining knowledge that (i) any Property previously or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased presently owned or operated by the Borrower or any Subsidiary is the subject of its Subsidiaries or on a Material environmental investigation by any Property adjacent to any such real propertyGovernmental Authority having jurisdiction over the enforcement of Environmental Laws, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (iii) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries has been or may be named as a responsible party subject to a Material Environmental Liability, or (iii) the Borrower obtains knowledge of any Hazardous Substance located on any Property of the Borrower that might lead to a Material Environmental Liability. (c) At any time following the Borrower’s notification to the Administrative Agent and the Lenders pursuant to Section 6.7(b) hereof or the Administrative Agent and the Lenders otherwise becoming aware of any of the items described in Section 6.7(b) hereof, following notice from the Administrative Agent, and as often as may be reasonably desired, permit the Administrative Agent and the Lenders or an independent consultant selected by the Required Lenders to conduct an environmental investigation satisfactory to the Required Lenders for the purpose of determining whether the Borrower, each Subsidiary and their respective Properties comply with Environmental Laws and whether there exists any condition or circumstance which may require a cleanup, removal or other remedial action by the Borrower or a Subsidiary with respect to any Hazardous Substance. The Borrower and its Subsidiaries shall facilitate such environmental audit. The Administrative Agent shall provide the Borrower, at the Borrower’s request, with all reports and findings but the Borrower may not rely on such environmental investigation for any purpose. Reasonable costs for any environmental investigation of Property by the Administrative Agent and the Lenders shall be at the Borrower’s expense where conducted (i) under this Section 6.7(c), (ii) upon the occurrence of an event described in Section 6.7(b), or (iii) at any time the Property is the subject of an environmental investigation by a Governmental Authority having jurisdiction over the enforcement of Environmental Laws. 42 4891-7239-4657\7 4889-9803-5617\4 Notwithstanding the foregoing, nothing contained in this Agreement, or in the Related Documents, or in the enforcement of this Agreement or the Related Documents, shall constitute or be construed as granting or providing the right, power or capacity to the Administrative Agent or any real property Lender to exercise (y) decision making control of the Borrower’s or any Subsidiary’s compliance with any Environmental Law, or (z) day to day decision making of the Borrower or any of its Subsidiaries; Subsidiary with respect to (i) compliance with Environmental Laws or (ii) to cause such real property to be subject to all or substantially all of the operational aspects of the Borrower or any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectSubsidiary.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Property or any adjacent property, or incorporated in any Improvements, at Borrower's expense. In the event that Lender at any time believes that the Property is not free of all Hazardous Waste or Materials or that Borrower has violated any applicable Environmental Laws governing its business, except with respect to the extent that any such failure Property, then immediately, upon request by Lender, Borrower shall obtain and furnish to comply (together with any resulting penaltiesLender, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Borrower's sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Property from an expert satisfactory to Lender. In the event that Borrower fails to immediately obtain such audit or inspection, Lender or its agents may perform or obtain such audit or inspection at Borrower's sole cost and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithexpense. Lender may, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith but is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best Property; and whether or not Borrower has actual knowledge of the Borrower, threatened wherein an unfavorable decision, ruling existence of Hazardous Waste or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences Materials on any real property now or at any time owned, leased or operated by the Borrower Property or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the date hereof, Borrower shall reimburse Lender as provided herein for the full amount of all costs and expenses incurred by Lender prior to Lender acquiring title to the Property through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage or related documents shall operate to put Lender in the position of an owner of the Property prior to any acquisition of the Property by Lender. The rights granted to Lender herein and in the Mortgage or related documents are granted solely for the protection of Lender's lien and security interest covering the Property and do not reasonably be expected grant to have a Material Adverse EffectLender the right to control Borrower's actions, decisions or policies regarding Hazardous Waste or Materials.

Environmental Compliance. (a) The Borrower and each Companies conduct in the ordinary course of its Subsidiaries is in compliance with all business a review of the effect of existing Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines and claims alleging potential liability or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required responsibility for the conduct violation of the business of the Borrower and each of its Subsidiaries under any Environmental Law on their respective businesses, operations and properties, and as a result thereof Parent and Borrower have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing concluded that, with respect to the passage of time or Borrower, the giving of notice or bothBorrowing Base Properties, would constitute noncompliance, breach of or default thereunder, except in each such caseand the Borrowing Base Property Owners, such noncomplianceEnvironmental Laws and claims could not, breaches individually or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) After due inquiry and investigation in accordance with good commercial or customary practices to determine whether contamination is present on any Borrowing Base Property, or elsewhere as a result of the off-site disposal of Hazardous Materials by the Loan Parties in connection with any Borrowing Base Property, without regard to whether Administrative Agent or any Lender has or hereafter obtains any knowledge or report of the environmental condition of such Borrowing Base Property, except as may be indicated in the environmental assessment reports delivered to Administrative Agent in connection with its due diligence investigations in connection with this Agreement (the “Environmental Reports”): (i) during the period of any Loan Party’s ownership of each of the Borrowing Base Properties, except in the ordinary course of business of operating each of the Borrower Base Properties as a hotel, such Borrowing Base Property has not been used for landfill, dumping, or other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling, or disposal of any Hazardous Material, for underground or aboveground storage tanks, or for any other use that could reasonably be expected to cause a Material Property Event, and to each Company’s actual knowledge, no such use on any adjacent property occurred at any time prior to the date hereof which could reasonably be expected to cause a Material Property Event; (ii) to the best of each Company’s knowledge, except as otherwise disclosed to Administrative Agent in writing, there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on any Borrowing Base Property which could reasonably be expected to cause a Material Property Event; (iii) except as could not reasonably be expected to cause a Material Property Event, no Company has received any written notice of, or has any knowledge of, any Environmental Claim or any completed, pending, proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on any Borrowing Base Property or to its actual knowledge on any adjacent property or concerning whether any condition, use or activity on any Borrowing Base Property or any adjacent property is in violation of any Environmental Law; (iv) except as could not reasonably be expected to cause a Material Property Event, the present conditions, uses, and activities on each Borrowing Base Property do not violate any Environmental Law and the use of any Borrowing Base Property which any Company (and each tenant and subtenant) makes and intends to make of any Borrowing Base Property complies and will comply with all applicable Environmental Laws; (v) no Borrowing Base Property appears on the National Priorities List, any federal or state “superfund” or “superlien” list, or any other list or database of properties maintained by any local, state, or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material; (vi) no Company has ever applied for and been denied environmental impairment liability insurance coverage relating to any Borrowing Base Property; and (vii) no Company has, nor, to any Company’s knowledge, have any tenants or subtenants, been denied any permit or authorization to construct, occupy, operate, use, or conduct any activity on any Borrowing Base Property by reason of any Environmental Law. Even though a Loan Party may have provided Administrative Agent with an Environmental Assessment or other environmental report together with other relevant information regarding the environmental condition of the Borrowing Base Properties, Borrower acknowledges and agrees that Administrative Agent is not accepting any Property as a Borrowing Base Property based solely on that assessment, report, or information. Rather Administrative Agent has relied on the assessments, reports, and representations and warranties of Borrower in this Agreement, and Administrative Agent is not waiving any of its rights and remedies in the environmental provisions of this Agreement or any other Loan Document.

Environmental Compliance. The Borrower (a) Except as to matters that would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, or as set forth in Section 3.18 of the Disclosure Schedule: (i) with respect to the Business, the Purchased Assets, the Acquired Entities and each the Real Property of Seller, Seller and its Subsidiaries is are in compliance with all applicable Environmental Laws governing its businessand have obtained and are in compliance with all permits, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals and certification required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured to operate the Business and the Borrower and each of its Subsidiaries is in substantial compliance therewithPurchased Assets; (ii) since December 31, except for such licenses2019, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries there has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and been no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims Action pending or, to the best knowledge of the BorrowerSeller, threatened wherein an unfavorable decisionthreatened, ruling which (A) alleges a violation of or finding would reasonably be expected to have a Material Adverse Effect. There are no factsliability under any Environmental Law for which Seller, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property Acquired Entities are reasonably expected to have liability, (B) relates to the Business, the Purchased Assets of Seller, the Borrower Acquired Entities or the Real Property of Seller and (C) has not been settled, dismissed, paid or otherwise resolved; (iii) to the knowledge of Seller, there has been no Release of Hazardous Substances at, on, or under the Real Property requiring investigation, remediation or other response action by Seller, any of its Subsidiaries or any Acquired Entities pursuant to Environmental Law; (iv) neither Seller nor any of its Subsidiaries is party to any order that imposes any material continuing obligation under any Environmental Laws on Seller or any of its SubsidiariesSubsidiaries with respect to the Purchased Assets, the Acquired Entities or the Business; or and (iiv) to cause such real property the knowledge of Seller, no Owned Real Property or, to be subject to any restrictions the knowledge of Seller, Leased Real Property is on premises where Hazardous Substances have been released, disposed or discharged into the ownershipenvironment, occupancy, use or transferability including migration of such real property under any Environmental Lawsubstances from or to said premises, except in each such case, such environmental claims or restrictions that individually concentrations or in the aggregate a manner that would not reasonably be expected to have a Material Adverse Effect(A) give rise to any material obligation of the owner or occupant to undertake investigation or remediation, or (B) otherwise cause the owner or occupant to incur any material liability. (b) The representations and warranties in this Section 3.18 are the exclusive representations or warranties made by Seller with respect to Environmental Laws, Hazardous Substances or any other environmental matters.

Environmental Compliance. The Borrower (a) Seller has obtained and each of its Subsidiaries is in material compliance with all Environmental Laws governing its businessapprovals, except authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities, that relate to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time Business or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There Purchased Assets and are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property required under any Environmental Law, except a correct and complete list of which is set forth on SCHEDULE 3.15(a). (b) Seller is in each such casematerial compliance with all other limitations, such environmental claims restrictions, conditions, standards, requirements, schedules and timetables required or restrictions imposed under all Environmental Laws. (c) Except as set forth on SCHEDULE 3.15(c), to Seller's knowledge, there are no past or present events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans relating to the Business or the Purchased Assets that individually will likely interfere with or prevent continued compliance with any Environmental Law by the Seller, or that will likely give rise to any Seller Environmental Liability or that otherwise will likely form the basis of any proceeding, hearing, study or investigation relating to the Seller, the Purchased Assets or the Business (1) under any Environmental Law, (2) based on or related to the manufacture, processing, distribution use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release, of any Hazardous Substance, or (3) resulting from exposure to work place hazards. To the Seller's knowledge, SCHEDULE 3.15(c) sets forth a complete and correct list of all surveys, analyses and reviews relating to any of the Purchased Assets or the Business performed or prepared at any time by any Person that discuss or relate to any existing Seller Environmental Liability, or any set of facts or circumstances that will likely give rise to any Seller Environmental Liability. (d) In connection with the foregoing representations and warranties of Seller, Purchaser acknowledges that it is aware that the Industrial Sewer Connection Permit (the "Sewer Permit") for Seller's Hudson, Massachusetts property has expired, that an application for renewal of the Sewer Permit was filed prior to said expiration, and that a new Industrial Sewer Connection Permit has not yet been issued. To the extent that the status of the Sewer Permit is deemed to be at variance with any representation or other statement of Seller in this Agreement, that representation or other statement shall be deemed not to apply to the aggregate would not reasonably be expected to have a Material Adverse Effectstatus of the Sewer Permit.

Environmental Compliance. The (a) None of the real property currently or previously owned or occupied by Parent, the Borrower and each or any of its Subsidiaries is or their assets has ever been used by previous owners or operators, or has ever been used by Parent, the Borrower or any of its Subsidiaries, to treat, produce, store, handle, transfer, process, transport, dispose or otherwise Release any Hazardous Substances in compliance with all violation of any Environmental Laws governing its businessLaw except, except to in the extent that any case of previous owners or operators, where such failure to comply (together with any resulting penalties, fines or forfeitures) would violation could not reasonably be expected to have a Material Adverse Effect. All licensesresult in any liability to Parent, permits, registrations or approvals required for the conduct of the business of the Borrower and each or its Subsidiaries, individually or in the aggregate, in excess of an aggregate of Ten Million Dollars ($10,000,000) over the term of this Agreement. (b) There is no condition that exists on the real property owned or occupied by Parent, the Borrower or any of its Subsidiaries under that requires Remedial Action except where such Remedial Action could not reasonably be expected to result in any Environmental Law have been secured and cost or liability to Parent, the Borrower and each or its Subsidiaries, individually or in the aggregate, in excess of an aggregate of Ten Million Dollars ($10,000,000) over the term of this Agreement. (c) Neither Parent, the Borrower nor any of its Subsidiaries is in substantial compliance therewithhas been notified of, except for such licensesor has actual knowledge of any notification having been filed with regard to, permitsa Release on or about or into any real property now or previously owned or occupied by Parent, registrations the Borrower or approvals the failure to secure any of its Subsidiaries or to comply therewith is not reasonably likely to have a Material Adverse Effect. their assets. (d) Neither Parent, the Borrower nor any of its Subsidiaries has received a summons, citation, notice of violation, administrative order, directive, letter or other communication, written noticeor oral, from any Governmental Authority concerning any intentional or otherwise knowsunintentional action or omission related to the generation, storage, transportation, handling, transfer, disposal or treatment of Hazardous Substances in violation of any Environmental Law. (e) There are no “friable” (as that it term is defined in regulations under the Federal Clean Air Act) asbestos or asbestos-containing materials which have not been encapsulated in accordance with accepted guidelines promulgated by the United States Environmental Protection Agency existing in any respect in noncompliance withreal property owned or occupied by Parent, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary any of its Subsidiaries. (f) No equipment containing polychlorinated biphenyls, including electrical transformers, is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences located on any real property now owned or at any time ownedoccupied by Parent, leased or operated by the Borrower or any of its Subsidiaries or in levels that exceed those permitted by any and all Governmental Authorities with jurisdiction over such premises and which are not properly labeled in accordance with requisite standards. (g) Each of the tanks (if any) on any Property adjacent to any such real propertyproperty owned or occupied by Parent, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries has been registered and tested to the extent required by, and in accordance with, any applicable Environmental Laws, and there is no evidence of leakage from any such tanks. All tanks that have been removed or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property abandoned have been closed in accordance with applicable standards under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Compliance. The Borrower Except as disclosed on Schedule 5.09 and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except as to the extent matters that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither : (a) To the Borrower nor any knowledge of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge Responsible Officer of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time the facilities and properties currently owned, leased or operated by the Borrower, or by any of its respective Restricted Subsidiaries (the “Properties”), do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) would reasonably be expected to give rise to liability under, any applicable Environmental Law. (b) None of the Borrower, nor any of its respective Restricted Subsidiaries, has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding compliance with or liability under Environmental Laws with regard to any of the Properties or the business operated by the Borrower or by any of its Restricted Subsidiaries (the “Business”). (c) To the knowledge of a Responsible Officer of the Borrower, Hazardous Materials have not been transported or disposed of from the Properties by the Borrower or any Restricted Subsidiary in violation of, or in a manner or to a location which would reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of by the Borrower or any Restricted Subsidiary at or under any of the Properties in violation of, or in a manner that would reasonably be expected to give rise to liability under, any applicable Environmental Law. (d) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of a Responsible Officer of the Borrower, threatened in writing under any Environmental Law to which the Borrower, or any of its Restricted Subsidiaries is or, to the knowledge of a Responsible Officer of the Borrower, will be named as a party or on with respect to the Properties or the Business, nor are there any Property adjacent consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to any such real propertythe Properties or the Business. (e) To the knowledge of a Responsible Officer of the Borrower, that are known by there has been no release or threat of release of Hazardous Materials at or from the Borrower Properties, or as arising from or related to which the Borrower or any such Subsidiary has received written noticeoperations of the Borrower, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Restricted Subsidiaries in connection with the Properties or any real property otherwise in connection with the Business, in violation of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate amounts or in a manner that would not reasonably be expected to have give rise to liability under any applicable Environmental Laws. (f) The Borrower, and each of its Restricted Subsidiaries, has obtained (or in a Material Adverse Effecttimely manner applied for), and is in compliance with, all Environmental Permits required for its business, as currently conducted, and all such Environmental Permits are in full force and effect.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any (a) Except for such failure to comply (together with any resulting penalties, fines or forfeitures) matters as would not reasonably be expected to have a Material Adverse Effect. All licensesEffect or as disclosed in Schedule 3.17: (i) no written notice of violation or liability, permitsdemand, registrations request for information, citations, summons or approvals required for the conduct of the business of the Borrower order has been received, no complaint has been filed, no penalty has been assessed and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries no investigation, action, claim, suit, proceeding or review is in substantial compliance therewithpending, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor knowledge of Seller or any of its Subsidiaries subsidiaries, threatened by any governmental entity or other person with respect to any matters relating to the Business or the Purchased Assets or Assumed Liabilities and relating to or arising out of any Environmental Law; (ii) no Hazardous Substance has received written noticebeen discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or otherwise knows, that it is in released at any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower Purchased Assets or such Subsidiary to operate Real Property or any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time previously owned, leased or operated by the Borrower Seller or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by subsidiaries and used in connection with the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental LawBusiness, except in each compliance with applicable Environmental Laws or where such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to result in liability under any Environmental Law; and (iii) Seller and each of its subsidiaries have a Material Adverse Effectall environmental permits necessary for the Business and the Purchased Assets to comply with applicable Environmental Laws and are in compliance with the terms of such permits and all applicable Environmental Laws, and there are no Environmental Liabilities. (b) There has been no environmental investigation, study, audit, test, review or other analysis conducted of which Seller or any of its subsidiaries has knowledge and possession in relation to the Business or the Purchased Assets which has not been delivered to Parent at least two days prior to the date hereof. (c) Except as disclosed to Buyer in writing on or prior to the date hereof, neither Seller nor any of its subsidiaries owns, leases or operates any real property in respect of the Business or the Purchased Assets in New Jersey or Connecticut. (d) For purposes of this Section, the following terms shall have the meanings set forth below:

Environmental Compliance. The Borrower Parent shall, and shall cause each of its Subsidiaries is to: (a) Keep and maintain all Material Real Estate Assets and all other Real Estate Assets in compliance with all any Environmental Laws governing its business, except to the extent that any such noncompliance or failure to comply (together with any resulting penalties, fines or forfeitures) keep and maintain would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. All licenses; (b) Promptly (i) cause the removal of any Hazardous Materials Released in, permits, registrations on or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Material Real Estate Assets or any other Real Estate Assets that are in violation of any Environmental Law have been secured Laws and the Borrower and each of its Subsidiaries is which would be reasonably expected to result in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) cause any remediation to the extent required by any Environmental Laws or Governmental Authority to be performed, except where the failure to so cause such real property to be subject removal or remediation with respect to any restrictions on the ownership, occupancy, use Material Real Estate Asset or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate other Real Estate Assets would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; provided that no such removal or remediation shall be required if any removal or remediation is subject to a Good Faith Contest; and (c) Promptly advise Administrative Agent in writing of any of the following: (i) any Environmental Claims known to Borrowers that would be reasonably expected to result in a Material Adverse Effect; (ii) the receipt of any notice of any alleged violation of Environmental Laws with respect to any Material Real Estate Asset (and Borrowers shall promptly provide Administrative Agent with a copy of such notice of violation), provided that such alleged violation, if true (and if any Release of the Hazardous Materials alleged therein were not promptly remediated), would reasonably be expected to result in a breach of subsections (a) or (b) above; and (iii) the discovery of any occurrence or condition on any Material Real Estate Asset that would cause such Material Real Estate Asset, such other Real Estate Assets or any part thereof to be in violation of clauses (a) or, if not promptly remediated, (b) above. If Administrative Agent, any Issuing Bank or any Lender shall be joined in any legal proceedings or actions initiated in connection with any Environmental Claims, each Credit Party shall indemnify, defend, and hold harmless such Person in accordance with Section 10.3.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims under any Environmental Law pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, case where such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. A. The Borrower Tenant shall, subject to the provisions of subparagraph B below, comply with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and each any successor legislation and regulations (“ISRA”). The Tenant shall, subject to the provisions of subparagraph B below, make all submissions to, provide all information to, and comply with all requirements of, the Industrial Site Evaluation or its Subsidiaries successor (“Element”) of the New Jersey Department of Environmental Protection or its successors (“NJDEP”). B. The Tenant’s obligations under this Section 11 shall arise if there is in any closing, terminating or transferring of operations of an industrial establishment at the Premises pursuant to ISRA, whether triggered by the Landlord or the Tenant. If triggered by the Tenant, the Landlord agrees to pay the cost of any inspection, removal and/or cleanup required by the New Jersey Department of Environmental Protection as a result of any condition predating the Tenant’s occupancy of the Premises such as but not limited to asbestos, transformers, discharges from underground storage tanks, etc. In the event the Landlord should sell the Premises or the Premises should be otherwise sold or transferred pursuant to ISRA, or compliance with ISRA is triggered by Landlord, the Landlord shall assume all Environmental Laws governing of the obligations set forth in subparagraph A above at its business, own expenses except that the Tenant agrees to provide the Landlord with any information relating to the extent Tenant’s operations that may be required in order to fulfill such obligations and the Tenant shall pay the cost of any such failure to comply (together with inspection, removal and/or cleanup required by the NJDEP as a result of any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct condition arising only out of Tenant’s occupancy of the business Premises. C. Provided this Lease is not previously canceled or terminated by either party or by operation of law, the Tenant shall commence its submission to the Element in anticipation of the Borrower end of the Lease Term no later than the dates provided for in the provisions of this Lease. The Tenant shall promptly furnish to the Landlord true and each complete copies of its Subsidiaries under any Environmental Law have been secured all documents, submissions, correspondence and oral or written communications provided by Tenant to the Element, and all documents, reports, directives, correspondence and oral or written communications by the Element to the Tenant. The Tenant shall also promptly furnish to the Landlord true and complete copies of all sampling and test results and reports obtained and prepared from samples and tests taken at and around the Premises. The Tenant shall notify the Landlord in advance of all meetings scheduled between the Tenant and NJDEP, and the Borrower Landlord may attend all such meetings. D. Should the Element or any other division of NJDEP determine that a cleanup plan be prepared and each that a cleanup be undertaken because of its Subsidiaries is a spill or discharge of a hazardous substance or waste by the Tenant at the Premises which occurred during the Term, then in substantial compliance therewithsuch event, except the Tenant shall, at the Tenant’s own expense, promptly prepare and submit the required plans and financial assurances and shall promptly carry out the approved plans. E. If required by the Element, at no expense to the Landlord, the Tenant shall promptly provide all information requested by the Landlord or NJDEP for preparation of a nonapplicability affidavit, de minimis quantity exemption application, limited conveyance application or other submission and shall promptly sign such licensesaffidavits and submissions when requested by the Landlord or NJDEP. F. Should the Tenant’s operations at the Premises be outside of those industrial operations covered by ISRA, permitsno later than six (6) months prior to expiration of the Lease or any renewal or extension thereof or any closing, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeterminating, or otherwise knows, that it is in any respect in noncompliance with, breach transfer of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability operations of the Borrower Tenant’s operations, the Tenant shall, at the Tenant’s own expense, obtain a letter of nonapplicability or such Subsidiary de minimis quantity exemption from the Element prior to operate any real property termination of the Term and no event has occurred shall promptly provide the Tenant’s submission and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, Element’s exception letter to the best knowledge Landlord. Should the Tenant not obtain a letter of nonapplicability or de minimis quantity exemption from the BorrowerElement, threatened wherein an unfavorable decisionthen the Tenant shall, ruling at the Landlord’s option, hire a consultant satisfactory to the Landlord to undertake investigation at the Premises sufficient to determine whether or finding would reasonably not the Tenant’s operations have resulted in a spill or discharge of a hazardous substance or waste at or around the Premises. The cost of this investigation shall be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated borne by the Borrower or any of its Subsidiaries or on any Property adjacent Tenant. G. If the Tenant fails to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expectedobtain either: (i) a nonapplicability letter; (ii) a de minimis quantity exemption; (iii) a negative declaration; or (iv) final approval of cleanup; (collectively referred to form as “ISRA Clearance”) from the basis Element; or fails to clean up the Premises pursuant to subparagraph F above, prior to the expiration or earlier termination of the Term, then upon the expiration or earlier termination of the Term, the Landlord shall have the option either to consider the Lease as having ended or to treat the Tenant as a holdover tenant in possession of the Premises. If the Landlord considers the lease as having ended, then the Tenant shall nevertheless be obligated to promptly obtain ISRA Clearance and to fulfill the obligations set forth in subparagraph F above. If the Landlord treats the Tenant as a holdover tenant in possession of the Premises, until such time as the Tenant obtains ISRA Clearance and fulfills its obligations under subparagraph F above, and during the holdover period all of the terms of this Lease shall remain in full force and effect in addition to all statutory remedies available to the available to the Landlord. H. The Tenant represents and warrants to the Landlord that the Tenant intends to use the Premises solely for the Permitted Use, which operations have the North American Industrial Classification Number as defined by the most recent edition of the North American Industrial Classification Manual published by the Federal Executive Office of the President, Office of Management and Budget . The Tenant represents that the Tenant’s use and occupancy of the Premises will involve the use or creation of hazardous substances or containments. The Tenant’s use of the Premises shall be restricted to the classifications set forth above unless the Tenant, obtains the Landlord’s prior written consent to any change in the Permitted Use of the Premises. Prior to the Commencement Date, the Tenant shall supply to the Landlord an affidavit of an officer of the Tenant (“Officer’s Affidavit”) setting forth the Tenant’s NAICS number and a detailed description of the operations and processes the Tenant will undertake at the Premises, organized in the form of a narrative report. Following Commencement Date, the Tenant shall notify the Landlord by way of Officer’s Affidavit as to any changes in the Tenant’s operation, NAICS number or use or generation of hazardous substances and wastes, including a description and quantification of hazardous substances and wastes to be generated, manufactured, refined, transported, treated, stored, handled or disposed of at the Premises. Notwithstanding the foregoing, Landlord acknowledges that Landlord consents to the use of the Premises or part thereof as a laboratory and manufacturing operations, provided that Tenant complies with all applicable laws. The Tenant shall also supplement and update the Officer’s Affidavit upon each anniversary of the Commencement Date. The Tenant shall not commence or alter any operations at the Premises prior to (i) obtaining all required operating and discharge permits or approvals, including but not limited to air pollution control permits and pollution discharge elimination system permits from NJDEP, from all governmental or public authorities having jurisdiction over the Tenant’s operations or the premises, and (ii) providing copies of permits or approvals to the Landlord. I. The Tenant shall permit the Landlord and the Landlord’s agents, servants and employees, including but not limited to legal counsel and environmental claim consultants and engineers, access to the Premises upon reasonable advance notice to the Tenant, including in emergencies, for the purposes of environmental inspections and sampling during regular business hours, or during other hours either by agreement of the parties or in the event of any environmental emergency. The Tenant shall not restrict access to any part of the Premises, and the Tenant shall not impose any conditions to access. In the event that the Landlord’s environmental inspection shall include sampling and testing of the Premises, the Landlord shall use its best efforts to avoid interfering with the Tenant’s use of the Premises, and upon completion of sampling and testing shall repair and restore the affected areas of the Premises from any damage caused by the sampling and testing. J. Except for the willful or negligent acts of the Landlord, its agents or employees, the Tenant shall indemnify, defend and hold harmless the Landlord from and against all claims, liabilities, losses, damages and reasonable costs, foreseen or unforeseen, including without limitation counsel, engineering and other professional or expert fees, which the Borrower Landlord may incur by reason of the Tenant’s action or non-action with regard to Tenant’s obligations under this paragraph. K. This paragraph shall survive the expiration or earlier termination of this Lease. Tenant’s failure to abide by the terms of this paragraph shall be restrainable by injunction. L. The Landlord shall be responsible for any required cleanup of any area of the Premises that is not necessitated by the use of the Premises by the Tenant or the actions of Tenant’s, agents, servants, employees or invitees. The Tenant shall not be responsible for any liability resulting from environmental conditions caused by or the responsibility of the Landlord or any of its Subsidiaries the Landlord’s agents, servants, employees, contractors or invitees or if pre-existing the commencement of this Lease. M. The Tenant shall promptly supply the Landlord with copies of environmental notices, reports, correspondence and submissions made by the Tenant to any local, state or federal authority which requires submissions of any information concerning environmental matters or hazardous wastes or substances. N. The Tenant shall promptly notify the Landlord as to any liens threatened or attached against the Premises pursuant to the Spill Act or any real property of other environmental law. In the Borrower or event that such a lien is filed against the Premises, then the Tenant shall, within thirty days from the date that the lien is placed against the Premises, and at any of its Subsidiariesdate prior to the date any governmental authority commences proceedings to sell the Premises pursuant to the lien, either (a) pay the claim and remove the lien from the Premises; or (b) furnish either (i) a bond satisfactory to the landlord in the amount of the claim out of which the lien arises, (ii) a cash deposit in the amount of the claim out of which the lien arises, or (iii) other security satisfactory to cause such real property the Landlord in an amount sufficient to be subject to any restrictions on discharge the ownershipclaim out of which the lien arises, occupancy, use or transferability (iv) otherwise dispose of such real property under lien as permitted by law in no more than thirty (30) days. Landlord represents and warrants that the Premises, building and land are clean as of the Occupancy Date. O. The Tenant shall comply with all terms and conditions of this Lease including but not limited to Section 8. P. The Tenant shall not install any Environmental Lawunderground storage tank for the storage of any substance whatsoever without the written consent of the Landlord, except in each such casewhich consent may not be unreasonably withheld by Landlord. Notwithstanding the previous sentence, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected two existing underground tanks previously installed prior to the date of this Lease have a Material Adverse Effectbeen approved by the Landlord. At the request of the Landlord, the Tenant agrees to remove any underground storage tanks installed by the Tenant, but only after the Termination Date of the Lease.

Environmental Compliance. Except as set forth on the Environmental Schedule: (a) The Borrower Company and each its Subsidiaries are, and since January 1, 2008 have been, in material compliance with all Environmental Requirements. (b) The Company and its Subsidiaries have obtained and possess all material licenses, franchises, permits, certificates, approvals or other authorizations required under Environmental Requirements and are in material compliance with all terms and conditions of all licenses, franchises, permits, certificates, approvals or other authorizations held by them. (c) Neither the Company nor any Subsidiary thereof has received any written notice of material violation of Environmental Requirements, or notice of material liability arising under Environmental Requirements or relating to Hazardous Materials, including with respect to any investigatory, remedial or corrective obligation, relating to the Company, its Subsidiaries or their current or former properties, businesses or facilities, the subject of which is unresolved or for which any costs, liabilities or obligations remain outstanding. (d) There are no material charges, complaints, suits, investigations or proceedings pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries, pursuant to Environmental Requirements or relating to Hazardous Materials. (e) Neither the Company nor any of its Subsidiaries is in compliance with all subject to any material judgment, order, injunction, ruling or decree of any court or other Governmental Authority that is outstanding and was issued pursuant to Environmental Laws governing its business, except to the extent that any such failure to comply Requirements. (together with any resulting penalties, fines or forfeituresf) Except as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations be material to the Company or approvals required for the conduct of the business of the Borrower and each any of its Subsidiaries under any Environmental Law have Subsidiaries, no Hazardous Material has been secured and discharged, disposed of, arranged for disposal, dumped, injected, pumped, deposited, spilled, leaked, emitted, released or threatened to be released either (i) by the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeor (ii) at, or otherwise knowsinto, that it is in any respect in noncompliance withthrough, breach of or default under any applicable writunder, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending oron, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on from any real property now or at any time previously owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower Company or any of its Subsidiaries; . (g) The Company has made available to Purchaser all environmental site assessments, audit reports, studies, tests, reviews or other analyses relating to the Company or any Subsidiary thereof, or any of their respective current or former properties, businesses or facilities, to the extent such documents are in the possession, custody or control of the Company or any Subsidiary thereof. (iih) to cause such Neither the Company nor any of its Subsidiaries owns, leases or operates any real property to be subject to any restrictions on the ownership, occupancy, use in New Jersey or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectConnecticut.

Environmental Compliance. The Borrower Except as set forth in SCHEDULE 4.11: (a) Seller has at all times operated the Business and each of its Subsidiaries is the Transferred Assets in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws governing its businessand any related orders of any court or other Governmental Authority, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) be in compliance would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for Effect on the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. Business. (b) There are no environmental claims existing, pending or, to the best knowledge Knowledge of the BorrowerSeller, threatened wherein an unfavorable decisionactions, ruling suits, claims, investigations, inquiries or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions proceedings by or occurrences on before any real property now or at any time owned, leased or operated by the Borrower court or any of its Subsidiaries other Governmental Authority directed against Seller with respect to the Business or on any Property adjacent the Transferred Assets that pertain or relate to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or Liabilities under any real property of the Borrower or any of its Subsidiaries; or applicable Environmental Law, (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability violations of such real property under any Environmental LawLaw or (iii) personal injury or property damage claims relating to the use, release or disposal of Hazardous Materials, except in each where such case, such environmental claims or restrictions that individually or in the aggregate matters would not reasonably be expected to have a Material Adverse EffectEffect on the Business. (c) Seller is not currently operating or required to be operating the Business or the Transferred Assets under any compliance order, schedule, decree or agreement, any consent decree, order or agreement, or any corrective action decree, order or agreement issued or entered into under, or pertaining to matters regulated by, any Environmental Law. (d) To the Knowledge of Seller (i) Seller does not own or operate any underground storage tanks that are a part of or related in any manner to the Transferred Assets, and (ii) no underground storage tanks are located on or under property relating to any Transferred Facility. (e) There has been no use, handling, storage, treatment, disposal or release of Hazardous Materials by Seller or related in any manner to the Business or the Transferred Assets that will cause Buyer to incur any Environmental Liability which would reasonably be expected to have a Material Adverse Effect on the Business. (f) Seller has provided Buyer with copies of all environmental audits, assessments or other evaluations of the Business or the Transferred Assets prepared by or on behalf of Seller or otherwise in the possession of Seller.

Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries is Restricted Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws governing its businessor Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, except and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the extent generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of Borrower or its Subsidiaries, or any property to which Contaminants generated by Borrower or its Subsidiaries have come to be located ("OFFSITE PROPERTY") has or may become contaminated or subject to an order or decree such failure to comply (together with that any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent Borrower has the legal right to do so, Borrower agrees to, at Administrative Agent's request and Borrower's expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, Borrower's proposed plan and schedule for responding to any environmental problems described therein, and Borrower's estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or Borrower's response thereto or the giving of notice estimated costs thereof, shall materially change. Notwithstanding the above, Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known and (b) where Contaminants generated by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the persons other than Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.

Environmental Compliance. Except as set forth on the Environmental Schedule: (a) The Borrower Company and each its Subsidiaries are, and since January 1, 2008 have been, in material compliance with all Environmental Requirements. (b) The Company and its Subsidiaries have obtained and possess all material licenses, franchises, permits, certificates, approvals or other authorizations required under Environmental Requirements and are in material compliance with all terms and conditions of all licenses, franchises, permits, certificates, approvals or other authorizations held by them. (c) Neither the Company nor any Subsidiary thereof has received any written notice of material violation of Environmental Requirements, or notice of material liability arising under Environmental Requirements or relating to Hazardous Materials, including with respect to any investigatory, remedial or corrective obligation, relating to the Company, its Subsidiaries or their current or former properties, businesses or facilities, the subject of which is unresolved or for which any costs, liabilities or obligations remain outstanding. (d) There are no material charges, complaints, suits, investigations or proceedings pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries, pursuant to Environmental Requirements or relating to Hazardous Materials. (e) Neither the Company nor any of its Subsidiaries is in compliance with all subject to any material judgment, order, injunction, ruling or decree of any court or other Governmental Authority that is outstanding and was issued pursuant to Environmental Laws governing its business, except to the extent that any such failure to comply Requirements. (together with any resulting penalties, fines or forfeituresf) Except as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations be material to the Company or approvals required for the conduct of the business of the Borrower and each any of its Subsidiaries under any Environmental Law have Subsidiaries, no Hazardous Material has been secured and discharged, disposed of, arranged for disposal, dumped, injected, pumped, deposited, spilled, leaked, emitted, released or threatened to be released either (i) by the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeor (ii) at, or otherwise knowsinto, that it is in any respect in noncompliance withthrough, breach of or default under any applicable writunder, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending oron, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on from any real property now or at any time previously owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower Company or any of its Subsidiaries; . (g) The Company has made available to Purchaser all environmental site assessments, audit reports, studies, tests, reviews or other analyses relating to the Company or any Subsidiary thereof, or any of their respective current or former properties, businesses or facilities, to the extent such documents are in the possession, custody or control of the Company or any Subsidiary thereof. (iih) to cause such Neither the Company nor any of its Subsidiaries owns, leases or operates any real property to be subject to any restrictions on the ownership, occupancy, use in New Jersey or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectConnecticut.

Environmental Compliance. The (i) Except where the failure to be in compliance could not present a reasonable likelihood of having a Material Adverse Effect, as of the date hereof the Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its businessapplicable to it and to the Business or Assets. The Borrower is in compliance with all franchises, grants, authorizations, permits, licenses, and approvals required under Environmental Laws, except to the extent that for any such non-compliance or failure to comply (together with obtain such Permits which could not reasonably be expected to have a Material Adverse Effect. The Borrower has caused Heritage to submit timely and complete applications to renew any resulting penaltiesexpired or expiring Permits required pursuant to any Environmental Law, fines except for any non-compliance or forfeitures) would failure to obtain such permits which could not reasonably be expected to have a Material Adverse Effect. All licensesreports, permitsdocuments, registrations or approvals other submissions required for by Environmental Laws to be submitted by the conduct Borrower to any Governmental Authority or Person have been filed by or on behalf of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithBorrower, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is do so would not reasonably likely to have present a reasonable likelihood of having a Material Adverse Effect. Neither . (ii) There is no Hazardous Substance present at any of the real property currently owned or leased by the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would extent that such presence could not reasonably be expected to have a Material Adverse Effect. There are , and (b) to the knowledge of the Borrower, there was no facts, circumstances, conditions or occurrences on Hazardous Substance present at any of the real property now formerly owned or at any time owned, leased by Borrower during the period of ownership or operated leasing by the Borrower or any of its Subsidiaries or on any Property adjacent such Person; and with respect to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be and subject to the same knowledge and temporal qualifiers concerning Hazardous Substances with respect to formerly owned or leased real properties, there has not occurred (x) any restrictions on release, or to the ownershipknowledge of the Borrower, occupancyany threatened release of a Hazardous Substance, use or transferability (y) any discharge or, to the knowledge of the Borrower, any threatened discharge of any Hazardous Substance into the ground, surface or navigable waters which discharge or threatened discharge violates any federal, state, local or foreign laws, rules or regulations concerning water pollution. (iii) The Borrower has not disposed of, transported, or arranged for the transportation or disposal of any Hazardous Substance where such real property under disposal, transportation, or arrangement would give rise to liability pursuant to CERCLA or any Environmental Law, except in each analogous state statute other than any such case, such environmental claims or restrictions liabilities that individually or in the aggregate would could not reasonably be expected to have a Material Adverse Effect. (iv) Except as disclosed to the Banks in writing, (a) no Lien has been asserted by any Governmental Authority or person resulting from the use, spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by Heritage or the Borrower, and (b) to the knowledge of the Borrower, no such Lien was asserted with respect to any of the real property formerly owned or leased by Borrower during the period of ownership or leasing of the real property by such Person. (a) There are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property currently owned or leased by the Borrower in violation of any Environmental Law, and (b) to the knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property formerly owned or leased by Heritage in violation of any Environmental Law during the period of ownership or leasing of such real property by such Person. (vi) As of the date hereof, any propane is stored, used and handled by the Borrower in compliance with all applicable Environmental Laws except for any storage, use or handling of propane that could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The  (a) Borrower shall and shall cause each other Obligor to:  (i) Comply with, and cause all operators, tenants, subtenants, licensees and occupants of any Mortgage Property to comply with, in all material respects all applicable Environmental Laws and shall obtain and comply with, and cause all operators, tenants, subtenants, licensees and occupants of any Mortgage Property to obtain and comply with, in all material respects all permits, licenses and approvals required by Environmental Laws;  (ii) At reasonable times, allow Lender and its Subsidiaries is in officers, employees, agents, representatives, contractors and subcontractors reasonable access after reasonable prior notice to any Mortgage Property for the purposes of ascertaining compliance with all Environmental Laws governing its businessand site conditions, except including subsurface conditions;   (iii) Deliver promptly to Lender notice of any Environmental Claim pending or overtly threatened against Borrower or other Obligor or any past or present acts, omissions, events or circumstances (including but not limited to any dumping, leaching, deposition, removal, abandonment, escape, emission, discharge or release of any Hazardous Materials, at, on or under any facility or property now or previously owned, operated or leased by any Obligor that could form the extent that any basis of such failure to comply (together with any resulting penaltiesEnvironmental Claim, fines which Environmental Claim, if adversely resolved, individually or forfeitures) would not in the aggregate, could reasonably be expected to have a Material Adverse Effect). All licenses (b) If at any time Lender obtains any reasonable evidence or information which suggests that a material environmental problem may exist with respect to any Obligor or any Mortgage Property, permitsat Lender’s request, registrations provide or approvals cause the applicable Obligor to provide to Lender an environmental inspection and audit report regarding alleged or actual material noncompliance with Environmental Laws prepared by an environmental engineer or other qualified person reasonably acceptable to Lender at Borrower’s or other applicable Obligor’s expense. If such audit report indicates the presence of any Hazardous Materials not in compliance with Environmental Laws in all material respects, or the threat of a release of any Hazardous Materials, on at or from any Mortgage Property or any other location controlled by Borrower or any other Obligor, the applicable Obligor shall promptly undertake and diligently pursue to completion all legally required investigative, containment, removal, clean-up and other remedial actions, using methods recommended by the engineer or other Person who prepared said audit report or a Person that is reasonably acceptable to Lender selected by such Obligor that is otherwise qualified to make such recommendations, and all of which actions shall be acceptable under Environmental Laws.  (c) Indemnify, defend and hold harmless Lender and cause each other Obligor to defend and hold harmless Lender from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by Lender (or any other Person affiliated with Lender or representing or acting for Lender or at Lender’s behest, or with a claim on Lender or to whom Lender has liability or responsibility of any sort related to this Section 4.15) relating to, resulting from or arising out of (i) the use of any Mortgage Property or any other location controlled by any Obligor for the conduct storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Materials or as a landfill or other waste disposal site, (ii) the business presence of any Hazardous Materials or a release or the Borrower and each threat of its Subsidiaries under a release of any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithHazardous Materials on, except for such licensesat or from any Mortgage Property or any other location controlled by any Obligor, permits, registrations or approvals (iii) the failure to secure promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean-up and other remedial actions with respect to comply therewith is not reasonably likely a release or the threat of a release of any Hazardous Materials on, at or from any Mortgage Property or any other location controlled by any Obligor, (iv) human exposure to have a Material Adverse Effect. Neither any Hazardous Materials or nuisances of whatever kind to the Borrower nor extent the same arise from the condition of any of its Subsidiaries has received written noticeMortgage Property or any other location controlled by any Obligor, or otherwise knowsthe ownership, that it is use, operation, sale, transfer or conveyance thereof, (v) a violation of or non-compliance with any applicable Environmental Laws, or (vi) a material misrepresentation or inaccuracy in any respect in noncompliance withrepresentation or warranty, or a material breach of or default under failure to perform any applicable writ, order, judgment, injunction, covenant made by any Obligor or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate respecting any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected tolocation controlled by any Obligor, in the aggregatethis Agreement. Such costs or other liabilities incurred by Lender or other Person described in this Section 4.15 shall be deemed to include any sums which Lender deems necessary or desirable to expend to protect its Liens.  (d) The liability of Borrower under this Section 4.15 shall in no way be limited, have a Material Adverse Effect. There are no environmental claims pending orabridged, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling impaired or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated otherwise affected by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis any amendment or modification of an environmental claim against the Borrower this Agreement or any other Loan Document by or for the benefit of its Subsidiaries any Obligor or any real property subsequent owner of the Borrower any Mortgage Property except for an amendment or any of its Subsidiaries; or modification which expressly refers to this Section 4.15, (ii) any extensions of time for payment or performance required by this Agreement or any other Loan Document, (iii) the release of any Obligor or any other Person from the performance or observance of any of the agreements, covenants, terms or conditions contained in this Agreement or any other Loan Document by operation of law, Lender’s voluntary act or otherwise, (iv) the invalidity or unenforceability of any of the terms or provisions of this Agreement or any other Loan Document, (v) any exculpatory provision contained in this Agreement or any other Loan Document limiting Lender’s recourse to cause such real property to be subject encumbered by any mortgage or to any restrictions other security or limiting Lender’s rights to a deficiency judgment against any Obligor, (vi) any applicable statute of limitations, (vii) any investigation or inquiry conducted by or on behalf of Lender or any information which Lender may have or obtain with respect to the ownershipenvironmental or ecological condition of any Mortgage Property, occupancy(viii) the sale, use assignment or transferability foreclosure of such real property under any Environmental Lawinterest in the Collateral or Real Estate Collateral, except (ix) the sale, transfer or conveyance of all or part of any Mortgage Property, (x) the dissolution and liquidation of any Obligor, (xi) the release or discharge, in each such case, such environmental claims or restrictions that individually whole or in part, of any Obligor in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding, or (xii) any other circumstances which might otherwise constitute a legal or equitable release or discharge of any Obligor, in whole or in part.  (e) Notwithstanding anything to the aggregate would not reasonably be expected contrary contained herein, the liability and obligations of Borrower under this Section 4.15 shall survive the payment in full of all of the Obligations, unless such liability and obligations are terminated by Lender with express reference to have a Material Adverse Effect.this Section 4.15. 

Environmental Compliance. The Borrower Guarantor will remedy, and will cause each Restricted Subsidiary to remedy, any and all failures of its Subsidiaries is in compliance Guarantor or any such Restricted Subsidiary to comply with all Environmental Laws governing its businessin a timely manner, except to but in any event within any time period required by any applicable governmental authority, including, without limitation, all Environmental Laws in jurisdictions in which the extent that Guarantor or any such failure to comply (together Restricted Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, noncompliance with any resulting penalties, fines or forfeitures) would not which could reasonably be expected to have a Material Adverse Effect. All licensesThe Guarantor will furnish to the Banks promptly after receipt thereof a copy of any notice the Guarantor or any Restricted Subsidiary may receive from any governmental authority, permits, registrations private person or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, entity or otherwise knowsthat any litigation or proceeding pertaining to any environmental, that it health or safety matter has been filed or is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which threatened against the Borrower Guarantor or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate Restricted Subsidiary, any real property and no event has occurred and is continuing that, with in which the passage of time Guarantor or the giving of notice such Restricted Subsidiary holds any interest or both, would constitute noncompliance, breach of any past or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge present operation of the Borrower, threatened wherein an unfavorable decision, ruling Guarantor or finding would such Restricted Subsidiary and such litigation or proceeding could reasonably be expected to have a Material Adverse Effect. There are no factsThe Guarantor will not, circumstancesand will not knowingly allow any other Person to, conditions store, release or occurrences on dispose of hazardous waste, solid waste or other wastes on, under or to any real property now in which the Guarantor holds any direct or at any time owned, leased indirect interest or operated by the Borrower or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this Section, “litigation or on proceeding” means any Property adjacent to demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any such real propertygovernmental authority, that are known by private person or entity or otherwise. The Guarantor shall defend, indemnify and hold harmless the Borrower Banks against all costs, expenses, claims, damages, penalties and liabilities of every kind or as to which nature whatsoever (including attorneys’ fees) arising out of or resulting from the Borrower noncompliance of the Guarantor or any such Restricted Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under with any Environmental Law, except provided, that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order, or assessment against them, the Guarantor may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Restricted Subsidiary, the Banks’ recourse for such indemnity herein shall be limited solely to the property of the Restricted Subsidiary holding title to the property involved in each such casenoncompliance and such recovery shall not be a lien, such environmental claims or restrictions that individually a basis of a claim of lien or in levy of execution, against either the aggregate would not reasonably be expected to have a Material Adverse EffectGuarantor’s general assets or the general assets of any of its Restricted Subsidiaries.

Environmental Compliance. The (a) Except as set forth on Schedule 8.8 to the Information Certificate, neither Borrower, nor any Guarantor nor any Subsidiary of Borrower or any Guarantor has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which at any time violates any applicable Environmental Law or Permit, and each the operations of its Subsidiaries is in compliance Borrower, Guarantors and any Subsidiary of Borrower or any Guarantor complies with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, all Permits except for such licenses, permits, registrations any violation or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to non-compliance which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 8.8 to the Information Certificate, there is no outstanding investigation by any Governmental Authority or any outstanding proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of Borrower’s or any Guarantor’s knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by Borrower or Guarantors and any Subsidiary of Borrower or any Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, in each case, which if adversely determined against Borrower or any Guarantor would reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule 8.8 to the Information Certificate, Borrower, Guarantors and their Subsidiaries have no liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials, except for any liability which would not reasonably be expected to have a Material Adverse Effect. (d) Borrower, Guarantors and their Subsidiaries have all Permits required to be obtained or filed in connection with the operations of Borrower and Guarantors under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect.

Environmental Compliance. The (a) Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and any Subsidiary of any Borrower and each or Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its Subsidiaries premises (whether or not owned by it) in any manner which at any time violates any applicable Environmental Law or Permit that is in compliance with all required under any applicable Environmental Laws governing its business, except to the extent that any where such failure to comply (together with any resulting penalties, fines violation has or forfeitures) would not could reasonably be expected to have a Material Adverse Effect. All licenses, permitsand the operations of Borrowers, registrations Guarantors and any Subsidiary of any Borrower or approvals Guarantor complies with all Environmental Laws and all Permits that are required for the conduct of the business of the Borrower and each of its Subsidiaries under any applicable Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals where the failure to secure so comply has or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 8.8 to the Information Certificate, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to any Borrower’s or Guarantor’ s knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which has or could reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and their Subsidiaries have no liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials, which has had or could reasonably be expected to have a Material Adverse Effect. (d) Borrowers, Guarantors and their Subsidiaries have all Permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect, where failure to have obtained or filed such could reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall: (a) comply (or use commercially reasonable efforts to cause compliance) at all times with all applicable Environmental Laws governing its business, except with respect to the extent that Mortgaged Property in all material respects, and (b) promptly take, or cause to be taken, any such failure to comply (together with and all necessary remedial actions upon obtaining knowledge of the presence, storage, use, disposal, transportation, release or discharge of any resulting penaltiesHazardous Materials on, fines under or forfeitures) would not about the Mortgaged Property in any manner which could reasonably be expected to have a Material Adverse EffectEffect or is in violation of any Environmental Laws. All licensesBorrower shall cause all remedial action with respect to Hazardous Material on, permitsunder or about the Mortgaged Property, registrations or approvals required for to comply with all applicable Environmental Laws and the conduct applicable policies, orders and directives of the business all Governmental Authorities. If Lender at any time has a reasonable basis to believe that there may be a violation of the Borrower and each of its Subsidiaries under any Environmental Law have been secured by, or any liability arising thereunder of, Borrower or relating to the Mortgaged Property, Borrower shall, upon request from Lender, provide Lender with such reports, certificates, engineering studies and other written material or data as Lender may reasonably require so as to satisfy Lender that Borrower and the Mortgaged Property are in compliance with all applicable Environmental Laws. Borrower and each shall permit Lender, its authorized representatives, consultants or other Persons retained by Lender, upon five (5) Business Days prior written notice to Borrower so that Borrower will have an opportunity to send a representative to accompany Lender, unless in the case of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or emergency to comply therewith with Environmental Laws, to enter upon, examine, test and inspect the Mortgaged Property with regard to compliance with Environmental Laws, the presence of Hazardous Materials and the environmental condition of the Mortgaged Property and properties adjacent to the Land, provided, however, such inspection is not reasonably likely to be made more frequently than once per calendar year unless an Event of Default shall have a Material Adverse Effectoccurred and is continuing. Neither Such entry, examination, testing and inspecting and reporting shall be at the expense of Borrower nor any if (x) an Event of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event Default has occurred and is continuing that, with the passage or (y) Lender has reasonably determined that there may be a violation of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Environmental Law or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability arising under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably which expense shall be expected paid by Borrower to have a Material Adverse EffectLender within fifteen (15) days after written demand.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in 62 47354535_7 each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The (a) Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines will not cause or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor permit any of its Subsidiaries has received written noticeProperty or any other property used or impacted by Borrower's operations to be in violation of any Environmental Law, or otherwise knows, that it is in do anything or permit anything to be done which will subject any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property remedial obligations under any Environmental Law, except assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions, and circumstances, if any, pertaining to such property. (b) Borrower will establish and implement such procedures as may be necessary to continuously determine and assure that: i) no solid wastes are disposed of on any of its Property or any other property used or impacted by Borrower's operations in each quantities or locations that would require remedial action under any Environmental Law, ii) no Hazardous Material will be released on or to any such case, property in quantities or locations that would require remedial action under any Environmental Law. 49 iii) no Hazardous Material is released on or to any such environmental claims property so as to pose an imminent and substantial endangerment to public health or restrictions that individually welfare or to the environment or in the aggregate would not any manner that could reasonably be expected to have give rise to a claim for damages or compensation by or on behalf of any affected Person, and iv) no oil is released or threatened to be released in violation of the OPA, as amended. (c) Borrower will not and will not permit any of its Property or any other property used by Borrower or otherwise under Borrower's control to be used in a manner which will result in: i) the disposal of solid waste on or to any such property in quantities or locations that would require remedial action under any Environmental Law, ii) a release of a Hazardous Material Adverse Effecton or to any such property in quantities or location that would require remedial action under any Environmental Law, or iii) the release of any Hazardous Material on or to any such property so as to pose an imminent and substantial endangerment to public health or welfare or to the environment or in any manner that could reasonably be expected to give rise to a claim for damages or compensation by or on behalf of any affected Person. (d) Borrower shall require all subcontractors, affiliates, invitees, and any other Person acting under Borrower's authority or control to comply with all applicable Environmental Laws in connection with any activity or operation conducted under Borrower's authority or control.

Environmental Compliance. The (a) Except as set forth on Schedule 8.9 hereto, each Borrower and each Guarantor does not, and does not permit any Subsidiary to, generate, use, store, treat, transport, manufacture, handle, produce or dispose of any Hazardous Materials, on or off its Subsidiaries is premises (whether or not owned by it) in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with manner which at any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under time violates any applicable Environmental Law have been secured and the Borrower and each of its Subsidiaries is then in substantial compliance therewitheffect or any license, except for such licensespermit, permitscertificate, registrations approval or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticesimilar authorization issued to, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such caseto, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling Guarantor or finding Subsidiary thereunder where the violation has or would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by and the operations of each Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any and Guarantor and such Subsidiary has received written noticecomply with all Environmental Laws as then in effect and all licenses, that could reasonably be expected: (i) permits, certificates, approvals and similar authorizations thereunder where the failure to form the basis of an environmental claim against the Borrower so comply would have or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 8.9 hereto, there is no investigation or proceeding or written complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person pending or to the best of each Borrower's and Guarantor's knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor where such non-compliance has or would reasonably be expected to have a Material Adverse Effect or the release, spill or discharge of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter in violation of any Environmental Law, which is applicable to any Borrower or Guarantor or its business, operations or assets or any properties at which any Borrower or Guarantor has transported, stored or disposed of any Hazardous Materials which has or would reasonably be expected to have a Material Adverse Effect. (c) Except as set forth in Schedule 8.9, no Borrower or Guarantor has material liability in connection with a release, spill or discharge of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials. (d) Each Borrower and Guarantor has all licenses, permits, certificates, approvals or similar authorizations required to be obtained or filed in connection with the operations of such Borrower or Guarantor under any Environmental Law and all of such licenses, permits, certificates, approvals or similar authorizations are valid and in full force and effect where the failure to have any of the foregoing would have a Material Adverse Effect.

Environmental Compliance. The Borrower (a) Maintain at all times all Material permits, licenses and each of its Subsidiaries is other authorizations required under Environmental Laws, and comply in compliance all Material respects with all terms and conditions of the required permits, licenses and authorizations and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws governing its business, except to Laws. (b) Notify the extent Lender promptly upon obtaining knowledge that (i) any such failure to comply (together with Property previously or presently owned or operated by the Company or any resulting penalties, fines or forfeitures) would not reasonably be expected to have Subsidiary is the subject of a Material Adverse Effect. All licensesenvironmental investigation by any Government Authority having jurisdiction over the enforcement of Environmental Laws, permits, registrations (ii) the Company or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticebeen or may be named as a responsible party subject to a Material Environmental Liability, or (iii) the Company obtains knowledge of any Hazardous Substance located on any Property of the Company that might lead to a Material Environmental Liability. (c) At any time following the Company’s notification to the Lender pursuant to Section 5.7(b) hereof or the Lender otherwise knowsbecoming aware of any of the items described in Section 5.7(b) hereof, that it is following notice from the Lender, and as often as may be reasonably desired, permit the Lender or an independent consultant selected by the Lender to conduct an environmental investigation reasonably satisfactory to the Lender for the purpose of determining whether the Company, each Subsidiary and their respective Properties comply with Environmental Laws and whether there exists any condition or circumstance which may require a cleanup, removal or other remedial action by the Company or a Subsidiary with respect to any Hazardous Substance. The Company and its Subsidiaries shall facilitate such environmental audit. The Lender shall provide the Company, at the Company’s request, with all reports and findings but the Company may not rely on such environmental investigation for any purpose. Reasonable costs for any environmental investigation of Property by the Lender shall be at the Company’s expense where conducted (i) under this Section 5.7(c), (ii) upon the occurrence of an event described in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunctionSection 5.7(b), or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or (iii) at any time ownedthe Property is the subject of an environmental investigation by a Government Authority having jurisdiction over the enforcement of Environmental Laws. Notwithstanding the foregoing, leased nothing contained in this Agreement, or operated by in the Borrower Related Documents, or in the enforcement of this Agreement or the Related Documents, shall constitute or be construed as granting or providing the right, power or capacity to the Lender to exercise (a) decision making control of the Company’s or any Subsidiary’s compliance with any Environmental Law, or (b) day to day decision making of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower Company or any such Subsidiary has received written notice, that could reasonably be expected: with respect to (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; compliance with Environmental Laws or (ii) to cause such real property to be subject to all or substantially all of the operational aspects of the Company or any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectSubsidiary.

Environmental Compliance. The Borrower Grantor shall at its expense comply and each of its Subsidiaries is maintain the Mortgaged Property in compliance with any and all Environmental Laws governing its businessnational, except state, local, judicial or other laws, rules, regulations and orders applicable to the extent that Mortgaged Property with respect to the investigation, remediation, monitoring, release, handling, storage, transportation, discharge and/or removal of Regulated Substances (collectively, “Environmental Laws”), pay immediately when due the cost of removal of any such failure Regulated Substance which may be located on, in, under or about the Mortgaged Property, and keep the Mortgaged Property free of any lien imposed pursuant to comply (together with any resulting penaltiessuch Environmental Law. In the event Grantor fails to do so, fines after notice to Grantor and the expiration of one-half of any cure period permitted under applicable law, rule, regulation or forfeitures) would not reasonably be expected executive order, Beneficiary may declare an event of default to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for occurred under this Deed of Trust and cause the conduct Mortgaged Property to be freed from and decontaminated of the business Regulated Substance or take or cause to be taken any other action with respect to any such Regulated Substance or the Mortgaged Property to protect its interest therein. Grantor shall give Beneficiary immediate written notice of any environmental enforcement action or any investigation with respect to the Borrower and each existence or potential existence of its Subsidiaries under any Regulated Substance instituted or threatened with respect to the Mortgaged Property. Grantor shall also give Beneficiary immediate written notice of any condition or occurrence on the Mortgaged Property which constitutes a violation of any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except or would justify a demand for such licenses, permits, registrations removal or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property remediation under any Environmental Law. Grantor hereby grants to Beneficiary, except its agents and employees access to the Mortgaged Property and the right to (but in each no case shall Beneficiary be in any way obligated or required to) remove any Regulated Substance on, in, under or about the Mortgaged Property in violation of the Environmental Laws and to perform such caseinvestigation and/or remediation thereon, all at Grantor’s expense and as Beneficiary shall see fit if Grantor fails to do so within a reasonable period of time after written demand therefor from the Beneficiary. Grantor agrees to protect, indemnify, defend and hold harmless Trustee and Beneficiary to the fullest extent allowed by law, from and against all claims, demands, causes of action, suits, losses, damages (including, without limitation, punitive damages), violations of any Environmental Law, environmental response and clean-up costs, fines, penalties and expenses (including, without limitation, reasonable counsel fees, cost and expenses incurred in investigating and defending against the assertion of such environmental claims liabilities), of any nature whatsoever, which may be sustained, suffered or restrictions that individually incurred by Trustee and/or Beneficiary based upon, or in connection with, or relating to, (i) the aggregate would ownership or operation of the Mortgaged Property and all activities relating thereto, (ii) any knowing or material misrepresentation or material breach of warranty by Grantor, (iii) any compliance with or investigation, action or proceeding under or violations of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (as amended) or any other Environmental Law, (iv) the presence, remediation, clean-up or removal of any Regulated Substance or evaluation or investigation of any release or threat of release of any Regulated Substance, (v) any loss of or damage to natural resources, including damages to air, surface or ground water, soil and biota, and (vi) any private or governmental suits or court or administrative orders or injunctions relating in any way to any Regulated Substances on, in, under or about the Mortgaged Property, or emanating therefrom. The specific indemnity and covenants contained in this paragraph are in addition to and shall not reasonably be expected construed to have a Material Adverse Effectnarrow or in any way restrict the application of the other indemnities and covenants contained in this Deed of Trust, notwithstanding any overlap in coverage.

Environmental Compliance. The Borrower and each (a) Not use or Release, or permit the use or Release of, Hazardous Materials at the site of any of its Subsidiaries is Portfolio Assets other than in material compliance with all applicable Environmental Laws governing its businessLaws, or except to the extent that any such failure to comply (together with any resulting penalties, fines use or forfeitures) would Release could not reasonably be expected to have a Material Adverse Effect. All licensesmaterial adverse effect on any Portfolio Asset; provided, permitsthat the Guarantor shall have the right to contest or engage in settlement negotiations with respect to such Environmental Laws in accordance with Section 7.09 hereof. (b) Conduct and complete any investigation, registrations study, sampling and testing and undertake any cleanup, removal, remedial or approvals required for the conduct other action necessary to remove and clean up all Hazardous Materials Released at, on, in, under or from its portion of the business Portfolio Assets, in accordance with the requirements of the Borrower and each of its Subsidiaries under any all applicable Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaws, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that do so could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have result in a Material Adverse Effect. (i) Promptly implement and diligently conduct and complete, or cause to be implemented, conducted or completed the tasks set forth in the Investigation Plan and shall deliver the results thereof to the Administrative Agent. Within sixty (60) days of completion of the tasks set forth in the Investigation Plan, the Guarantor shall deliver or cause to be delivered to the Administrative Agent a plan for the monitoring, clean up, removal, remediation or corrective action of the Scheduled Pollution Conditions (the "Remedial Action Plan"). The Guarantor shall promptly implement and diligently conduct and complete the tasks set forth with respect to the Guarantor in the Remedial Action Plan. The Guarantor shall provide or cause to be provided the Administrative Agent a brief written report documenting the progress of the implementation of the Remedial Action Plan annually beginning after approval of the Remedial Action Plan. The Guarantor shall conduct all work required to be conducted by it in connection with the Investigation Plan the Remedial Action Plan so as to qualify as Clean Up Costs and to otherwise be credited toward the self insured retention under the Environmental Insurance Policy. (ii) Promptly provide the Administrative Agent upon request with copies of any (1) reports of material claims made by the Guarantor to the insurer pursuant to the Environmental Insurance Policy or claims or accountings made under the self-insured retention under the Environmental Insurance Policy and (2) denials, partial denials or reservations of rights in respect to any such material claims received or accountings from an insurer. The Guarantor shall report claims to the insurer pursuant to the Environmental Insurance Policy for any Pollution Conditions which the Guarantor reasonably believes based upon reasonable assumptions will exceed $1,000,000 in "Clean-Up Costs"; however, this covenant shall in no way prohibit the Guarantor from reporting claims pursuant to the Environmental Insurance Policy for amounts below $1,000,000 in "Clean-Up Costs". The Guarantor shall make all claims or accountings to the insurer under the Environmental Insurance Policy for all Clean-Up Costs incurred in connection with the Investigation Plan or the Remedial Action Plan. Such claims or accountings shall be made in accordance with the terms of the Environmental Insurance Policy. (iii) The Guarantor shall ensure that a listing of transporters and listing of material to be transported is delivered to the insurer within the time period specified under the Environmental Insurance Policy to maintain the "transported cargo" (as defined under the Environmental Insurance Policy) coverage under the Environmental Insurance Policy and shall only use such insured transporters for transporting of materials that could reasonably result in Pollution Conditions. (iv) The Guarantor shall ensure that the insurer adds any off-site location for the disposal of hazardous waste from any of the Portfolio Assets on the Non-Owned Covered Locations Schedule under the Environmental Insurance Policy before disposing of any such hazardous waste or entering into any contractual arrangement permitting any such disposal.

Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with Environmental Laws or Environmental Permits or to any unpermitted Release or threatened Release of a Contaminant, and shall regularly report to the Agent on such response. Without limiting the generality of the foregoing, whenever the Agent or any Lender has a reasonable basis to believe that the Borrower is not in material compliance with all Environmental Laws governing or Environmental Permits or that any property of the Borrower or its businessSubsidiaries, except or any property to the extent which Contaminants generated by Borrower or its Subsidiaries have come to be located ("Offsite Property") has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of Effect then the Borrower agrees to, at the Agent's request and each of its Subsidiaries under any Environmental Law have been secured the Borrower's expense: (a) cause a qualified environmental engineer reasonably acceptable to the Agent to assess the site where the alleged or actual noncompliance contamination has occurred and prepare and deliver to the Agent, the Lenders and the Borrower a report reasonably acceptable to Agent setting forth the results of such assessments, a proposed plan and each schedule for responding to any environmental problems described therein, and an estimate of its Subsidiaries is in substantial compliance therewiththe costs thereof; and (b) provide the Agent, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Lenders and the Borrower nor any a supplemental report of its Subsidiaries has received written noticesuch engineer whenever the scope of the environmental problems or the Borrower's response thereto or the estimated costs thereof, or otherwise knows, that it is shall change in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending material respect; or, as an alternative to the best knowledge of subparagraphs (a) and (b) above, the Borrower, threatened wherein upon the Agent's or any Lender's request, shall allow the Agent or such Lender, as the case may be, or an unfavorable decisionagent or representative of the Agent or such Lender, ruling to enter onto the property to conduct any desired environmental audits and tests at the Borrower's expense. The Agent and the Lenders hereby covenant and agree that any reports, records, notices, estimates or finding would reasonably other information they receive in connection with this subsection shall be expected kept strictly confidential, and shall not be disclosed to have or used by any Person (other than the Agent's or any Lender's authorized representatives for the purpose of reviewing or enforcing the Agent's or such Lender's rights hereunder, which persons shall also be bound by this sentence) unless and only to the extent that disclosure is required pursuant to any Environmental Laws, Environmental Permits, or order of a Material Adverse Effect. There are no factscourt of competent jurisdiction, circumstancesin which case the Agent or such Lender, conditions or occurrences on any real property now or at any time ownedas the case may be, leased or operated by shall promptly notify the Borrower or any in writing of its Subsidiaries or on any Property adjacent to any such real property, that are known by requirement and the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property nature and extent of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectrequired disclosure.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a) Except as set forth on Schedule 8.8 hereto or forfeitures) as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits(i) Borrowers, registrations Guarantors and any Subsidiary of any Borrower or approvals required for the conduct Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of the business of the Borrower and each of any Hazardous Materials, on or off its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations premises (whether or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is owned by it) in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to manner which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower violates in any material respect any applicable Environmental Law or any of its Subsidiaries or on any Property adjacent permit issued to any such real propertyBorrower under Environmental Law, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or and (ii) the operations of Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor complies in all material respects with all Environmental Laws and all permits issued to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property Borrowers and Guarantors under any Environmental Law, except in each such case, such environmental claims . (b) Except as set forth on Schedule 8.8 hereto or restrictions that individually or in the aggregate as would not reasonably be expected to have a Material Adverse Effect, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other Person nor is any pending or to the best of any Borrower’s or Guarantor’s knowledge threatened, with respect to any non compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials by any Borrower or Subsidiary of Borrower or any other environmental matter involving Borrower or any Subsidiary of Borrower. (c) Except as set forth on Schedule 8.8 hereto or as would not reasonably be expected to have a Material Adverse Effect, Borrowers, Guarantors and their Subsidiaries have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials. (d) Except as set forth on Schedule 8.8 hereto or as would not reasonably be expected to have a Material Adverse Effect, Guarantors and their Subsidiaries have all permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other permits are valid and in full force and effect. (e) This Section 8.8 sets forth the sole representations and warranties of Borrower with respect to Environmental Laws and Hazardous Materials and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to environmental matters.

Environmental Compliance. The Borrower has taken all ------------ ------------------------ necessary steps to investigate the past and present condition and usage of its Real Estate and the operations conducted thereon and, based upon such diligent investigation, makes the following representations: (a) Except as disclosed in current phase 1 audit and environmental reports and documents described in Schedule 5.25 hereto, the Borrower and ------------- each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business, except relating to the extent that operation of its business and the use and occupancy of any Real Estate. There is no pending or, to the best of its knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any governmental entity relating to any Environmental Law involving the Borrower or any of its Subsidiaries. (b) Except as set forth in Schedule 5.25, there have been no releases ------------- of any Materials of Environmental Concern into the environment at any parcel of Real Estate or any facility formerly or currently owned, operated or controlled by the Borrower or any of its Subsidiaries. With respect to any such failure releases of any Materials of Environmental Concern, the Borrower has given all required notices to comply (together with government entities. The Borrower is not aware of any resulting penaltiesreleases of Materials of Environmental Concern at parcels of Real Estate or facilities other than those owned, fines operated or forfeitures) would not controlled by the Borrower or any of its Subsidiaries that could reasonably be expected to have an impact on the Real Estate or facilities owned, operated or controlled by the Borrower or any of its Subsidiaries. (c) Schedule 5.25 is a Material Adverse Effect. All licenseslist of all environmental reports, permits, registrations ------------- investigations and audits relating to premises currently or approvals required for previously owned or operated by the conduct Borrower and its Subsidiaries (whether conducted by or on behalf of the business Borrower, any of its Subsidiaries or a third party, and whether done at the initiative of the Borrower or any of its Subsidiaries or directed by a governmental entity or other third party) which the Borrower or any of its Subsidiaries has in its possession or to which it has access, and complete and accurate copies of each such report, or the results of each such investigation or audit, have been provided to the Administrative Agent. (d) The Borrower and each of its Subsidiaries has filed all reports and returns required to be filed by such Person under any Environmental Law have been secured and the Laws. The Borrower and each of its Subsidiaries has obtained and is in substantial compliance therewith, except for such with all licenses, permits, registrations registrations, certificates, consents, approvals or approvals the failure to secure authorizations (collectively, "Environmental ------------- Permits") required by all applicable Environmental Laws. No event has occurred and is continuing that requires, or to comply therewith is not reasonably likely to have a Material Adverse Effectafter notice or lapse of time or both would require, any modification or termination of any Environmental Permit. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form has received any notice asserting the basis absence of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; Environmental Permit or (ii) to cause such real property to be subject to has knowledge of any restrictions on the ownershipenvironmental law proposed or under consideration, occupancywhich, use or transferability of such real property under any Environmental Lawif effective, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to could have a Material Adverse Effect. (e) Except as set forth in Schedule 5.25, neither the Borrower nor any ------------- of its Subsidiaries, nor any of the Real Estate, is subject to any applicable Environmental Laws requiring the performance of site assessments for Materials of Environmental Concern, or the removal or remediation of Materials of Environmental Concern, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby.

Environmental Compliance. The Borrower Except as set forth on Schedule 4.19: (a) Sellers have complied and each of its Subsidiaries are in material compliance with, and the Real Property is in material compliance with with, all Environmental Laws governing its business, except with respect to the extent that any such failure Business and no action of Sellers with respect to comply (together with any resulting penalties, fines their other businesses has resulted or forfeitures) would not reasonably could be expected to have result in a Material Adverse Effect. All licenses, permits, registrations or approvals required for Lien on the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary Purchased Assets. (b) No Seller is a party to any litigation or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending oradministrative proceeding and, to the best knowledge Knowledge of the BorrowerSellers, no litigation or administrative proceeding is threatened wherein an unfavorable decisionagainst any Seller, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expectedin either case: (i) asserts or alleges that Sellers violated any Environmental Laws with respect to form the basis Business; (ii) asserts or alleges that Sellers with respect to the Business are required to clean up, remove or take remedial or other response action due to the disposal, depositing, discharge, leaking or other release of an environmental claim against any Hazardous Materials with respect to the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its SubsidiariesBusiness; or (iiiii) asserts or alleges that Sellers are 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 disposal, depositing, discharge, leaking or other release of any Hazardous Materials by Sellers with respect to the Business; (c) with respect to the period during which Sellers occupied any Real Property, and, to the Knowledge of Sellers with respect to the time before Sellers occupied any Real Property, no Person has caused or permitted Hazardous Materials to be stored, deposited, treated, recycled or disposed of on, under or at any Real Property owned, leased, used or occupied by Sellers which materials, if known to be present, would require cleanup, removal or some other remedial action under any Environmental Laws; (d) to cause such real property the Knowledge of Sellers, there are not now, nor have there previously been, tanks or other facilities on, under, or at any Real Property owned, leased, used or occupied by Sellers with respect to the Business which contained Hazardous Materials which, if known to be present in soils or ground water, would require cleanup, removal or some other remedial action under Environmental Laws; (e) to the Knowledge of Sellers, there are no conditions existing currently which would subject Sellers with respect to the Business 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 Environmental Laws; (f) Sellers, with respect to the Business, are not subject to any restrictions on judgment, order or citation related to or arising out of any Environmental Laws and have not been named or listed as a potentially responsible party by any governmental body or agency in a matter related to or arising out of any Environmental Laws; and (g) Sellers with respect to the ownershipBusiness have been duly issued, occupancyand currently have and will maintain through the Closing Date, use or transferability of such real property all permits, licenses, certificates and approvals required under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower (a) CBI and each of its Subsidiaries, operations and Properties are in material compliance with all Environmental Laws. CBI is not aware of, nor has CBI or any of its Subsidiaries received notice of, any past, present, or future conditions, events, activities, practices or incidents that may interfere with or prevent the material compliance of CBI or any of its Subsidiaries with all Environmental Laws. (b) CBI and each of its Subsidiaries is in compliance with have obtained all permits, licenses and authorizations that are required by it under all Environmental Laws governing its businessLaws, all such permits are in full force and effect, there exists no basis for revocation or suspension of the permits, and the permits will not be affected by the transactions contemplated herein. (c) No Hazardous Materials exist on, about or within any of the Properties, nor to the Knowledge of CBI has any Hazardous Materials previously existed on, under, about or within or have been used, generated, stored, or transported from any of the Properties, except in normal quantities used in the normal course of business as office or cleaning supplies without release to the extent environment. The use that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower CBI and each of its Subsidiaries makes and intends to make of the Properties will not result in the use, generation, storage, transportation or accumulation of any Hazardous Material on, in or from any of the Properties, except in normal quantities used in the normal course of business as office or cleaning supplies without release to the environment. (d) There is no action, suit, proceeding, investigation, or inquiry by any Governmental Entity pending, or to CBI’s Knowledge threatened, against CBI, any of its Subsidiaries or, to CBI’s Knowledge, pending or threatened against any other Person in connection with any Property, arising in any way under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse EffectLaw. Neither the Borrower CBI nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in have any respect in noncompliance with, breach of or default liability for remedial action under any applicable writEnvironmental Law. Neither CBI nor any of its Subsidiaries received any request for information by any Governmental Entity with respect to the condition, order, judgment, injunction, use or decree to which the Borrower or such Subsidiary is a party or that would affect the ability operation of any of the Borrower or such Subsidiary to operate any real property and no event Properties nor has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower CBI or any of its Subsidiaries received any notice of any kind from any Governmental Entity or other Person with respect to any violation of or claimed or potential liability of any kind under any Environmental Law. (e) No Hazardous Materials have been disposed of on, or released to, or from, any of the Properties, and no Hazardous Materials are present in or on the soil, sediments, surface water or ground water on, under, or migrating from any Property adjacent of the Properties in concentrations that would give rise to an obligation to conduct a remedial action pursuant to Environmental Laws. (f) Except as listed on Confidential Schedule 3.19, none of the following exists at any such real property, that are known property or facility owned or operated by the Borrower or as to which the Borrower CBI or any such Subsidiary has received written notice, that could reasonably be expectedof its Subsidiaries: (i) to under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls or urea formaldehyde, or (iv) landfills, surface impoundments, or disposal areas. (g) None of the basis of an environmental claim against the Borrower properties currently owned or operated by CBI or any of its Subsidiaries is encumbered by a Lien arising or imposed under any real property Environmental Law. (h) The transactions contemplated by this Agreement will not result in any liabilities for site investigation or cleanup, or require the consent of any Person, pursuant to any of the Borrower so-called “transaction-triggered” or “responsible property transfer” Environmental Laws. (i) Neither CBI nor any of its Subsidiaries; , either expressly or (ii) to cause such real property to be subject to by operation of law, has assumed or undertaken any restrictions on the ownershipobligation, occupancyincluding any obligation for remedial action, use or transferability of such real property any other Person under any Environmental Law, except . (j) CBI has provided FFIN with copies of reports in each such case, such its possession discussing the environmental claims or restrictions that individually or in the aggregate would not reasonably be expected condition of any Property and any violations of Environmental Law relating to have a Material Adverse Effectany Property.

Environmental Compliance. (a) The Borrower will, and will cause each of its Subsidiaries is to, comply in compliance all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of in jurisdictions in which the Borrower and each or any of its Subsidiaries under owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Environmental Law have been secured and the Borrower and each of its Subsidiaries is Hazardous Materials, or holds any interest in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effectreal property. Neither the Borrower nor any of its Subsidiaries has received written noticeshall cause or allow the release of Hazardous Materials, solid waste or otherwise knowsother wastes on, that it is under or to any Real Property in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary holds any interest or performs any of its operations, in material violation of any applicable Environmental Law. The Borrower shall notify the Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential or actual material liability of the Borrower or any of its Subsidiaries arising in connection with any noncompliance with or violation of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material on, under or from the Real Property in which the Borrower or any of its Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Subsidiaries is or may be liable to any Person as a party result of such Release or that would affect the ability of the Borrower or such Subsidiary has been identified as potentially responsible for, or is subject to operate investigation by any Governmental Authority relating to, such Release, and (ii) of the commencement or overt threat of any judicial or administrative proceeding alleging a material violation of any Environmental Laws. (b) If the Administrative Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, or any liability arising thereunder of, the Borrower or any of its Subsidiaries or related to any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries Subsidiaries, which violation or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that liability could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Materially Adverse Effect, then the Borrower shall, upon written request from the Administrative Agent, provide the Administrative Agent with such reports, certificates, engineering studies or other written material or data as the Administrative Agent reasonably may require so as to reasonably satisfy the Administrative Agent that the Borrower or such Subsidiary is in material compliance with all applicable Environmental Laws.

Environmental Compliance. The Borrower Except as set forth in Schedule 4.22 (including the reports attached thereto): (a) Seller has complied in all material respects and each of its Subsidiaries is in material compliance with all Environmental Laws governing its businessLaws; (b) Seller is not a party to any litigation or administrative proceeding and, except to the extent Knowledge of Seller, nor is any litigation or administrative proceeding threatened against them, which in either case (i) asserts or alleges that Seller violated any Environmental Laws, (ii) asserts or alleges that Seller is required to clean up, remove or take remedial or other response action due to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials at the Real Property, or (iii) asserts or alleges that Seller 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 disposal, depositing, discharge, leaking or other release of any Hazardous Materials by Seller at any of the Real Property; (c) with respect to the period during which Seller owned or occupied the Real Property, and, to the Knowledge of Seller with respect to the time before Seller owned or occupied the Real Property, no person has caused or permitted Hazardous Materials to be stored, deposited, treated, recycled or disposed of on, under or at any Real Property owned, leased, used or occupied by Seller which would subject Seller to liability for the cleanup, removal or some other remedial action under Environmental Laws; (d) there are not now, nor, to the Knowledge of Seller, have there previously been, tanks or other storage facilities on, under, or at the Real Property which contained any Hazardous Materials which, if known to be present in soils or ground water, would subject any owner or operator of such failure Real Property to comply liability for cleanup, removal or some other remedial action under Environmental Laws; (together with e) there are no conditions existing currently which would subject any resulting owner or operator to the Real Property to damages, penalties, fines injunctive relief or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries cleanup costs under any Environmental Law have been secured and Laws or which require or are likely to require cleanup, removal, remedial action or other response pursuant to Environmental Laws; (f) Seller is not the Borrower and each subject, as a result of its Subsidiaries is interest in substantial compliance therewiththe Real Property, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor of any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, order or decree citation related to which or arising out of any Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Authority in a matter related to or arising out of any Environmental Laws; and (g) the Borrower or such Subsidiary is a party or that would affect the ability operation of the Borrower or such Subsidiary Station does not exceed the permissible levels of exposure to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, RF radiation specified in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectCommunications Laws.

Environmental Compliance. (i) The Borrower will not, and will not knowingly permit any other Person to, use, generate, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Substance on, under or from the Projector the Site in material violation of any Environmental Law or in a manner that could reasonably be expected to lead to any material Environmental Claim or pose a material risk to human health, safety or the environment. The Borrower will comply, and will cause all other Persons occupying, using or present at the Project or the Site to comply, with all Environmental Laws in all material respects. (ii) The Borrower will promptly take all actions and pay or arrange to pay all costs necessary for it and the Project to comply with all Environmental Laws and all Required Approvals, including actions to remove and dispose of all Hazardous Substances and to clean-up the Project, the Site and any other property to the extent affected by the Project or the activities of the Borrower, the Project Parties or their respective agents or for which the Borrower is otherwise responsible. (iii) From time to time, at any reasonable time and frequency, the Subordinated Lender may cause an environmental audit of the Project or the Site or the location of any Collateral to be conducted to confirm Borrower’s compliance with this Section 5.2(1); provided, that such audit shall not unreasonably interfere with the operation of the Project; provided, further, that the Subordinated Lender shall use its reasonable efforts to coordinate with the Administrative Agent such that any environmental audits performed hereunder and those under the Senior Debt Financing Agreement occur at the same time. The Borrower agrees to cooperate fully with the Subordinated Lender and its agents in connection with each such audit. The cost of its Subsidiaries such audits shall be paid for by the Borrower unless such audit shall have concluded that the Borrower is in compliance with all Environmental Laws governing its businessthis Section 5.2(1). If any environmental audit is performed at the Subordinated Lender’s request and not in coordination with the Administrative Agent and the Borrower is required to pay for the cost of such audit, except such costs shall be payable by the Borrower only to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries there is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions Distributable Cash Flow available on the ownershipdate on which such costs are due. If on such date there is insufficient Distributable Cash Flow available to pay such costs, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would unpaid amount shall not reasonably accrue interest and shall be expected to have a Material Adverse Effectdue and payable on the next payment date(s) on which Distributable Cash Flow is available.

Environmental Compliance. (a) The Borrower shall notify the Lender promptly and each in reasonable detail in the event that the Borrower becomes aware of the presence of Hazardous Materials or a violation of the Relevant Environmental Laws resulting from or in connection, directly or indirectly, with the business or operations of the Borrower. (b) The Borrower shall ensure that its Subsidiaries is business and operations comply and continue to comply in all material respects with the Relevant Environmental Laws. (c) Should the Borrower conduct any business or operations in such a way as to subject the Borrower or the Lender to a claim or violation of the Relevant Environmental Laws (unless contested in good faith), the Borrower shall immediately remedy and fully cure any conditions arising therefrom, at its own cost and expense. (d) At its sole cost and expense, the Borrower shall (1) Pay immediately when due the cost of compliance with all the Relevant Environmental Laws governing its Laws; and (2) Keep the Borrower's business, except assets and operations free of any lien imposed pursuant to the extent that any such failure to comply Relevant Environmental Laws. (together with any resulting penaltiese) The Lender shall not be liable for, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower shall immediately pay to the Lender when incurred and each shall indemnify, defend and hold the Lender harmless from and against, all loss, cost, liability, damage and expense (including, without limitation, attorneys' fees and costs incurred in the investigation, defense and settlement of its Subsidiaries is claims) that the Lender may suffer or incur as mortgagee (as holder of or assignee in substantial compliance therewith, except for such licenses, permits, registrations possession or approvals the failure as successor in interest to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor as owner of a Lease, by virtue of exercising the Lender's right pursuant to a security interest thereof) as a result of or in connection in any way with any of its Subsidiaries has received written noticethe Relevant Environmental Laws (including, without limitation, the assertion that any lien existing pursuant to the Relevant Environmental Laws takes priority over the lien or security interest of the Lender's), or otherwise knows, that it is in any respect in noncompliance with, environmental assessment or study from time to time reasonably undertaken or requested by Lender or breach of any covenant or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of undertaking by the Borrower, threatened wherein an unfavorable decision, ruling . (f) There shall not occur any Hazardous Discharge or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectComplaint.

Environmental Compliance. The Borrower Except as set forth on SCHEDULE 4.25: (a) Seller’s business has complied and each of its Subsidiaries is in material compliance with with, and the Real Property and all improvements thereon are in material compliance with, all Environmental Laws governing its businessLaws. (b) Seller is not a party to any litigation or administrative proceeding, except nor is any litigation or administrative proceeding threatened against it relating to any Station, which in either case: (i) asserts or alleges that Seller violated any Environmental Laws; (ii) asserts or alleges that Seller is required to clean up, remove or take remedial or other response action due to the extent disposal, depositing, discharge, leaking or other release of any Regulated Substances; or (iii) asserts or alleges that Seller 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 arising out of or relating to the disposal, depositing, discharge, leaking or other release of any Regulated Substances. (c) With respect to the period during which Seller owned or occupied the Equipment, Real Property, no Person has caused or permitted Regulated Substances to be generated, treated, stored, or disposed of, released, recycled on, under or at any Real Property owned, leased, used or occupied by Seller, which Regulated Substances, if known to be present, would require response remediation or cleanup, removal or some other remedial action under any Environmental Laws. (d) To the Knowledge of Seller, there are not now nor have there been previously, tanks, disposal areas, landfills, surface impoundments or other facilities on, under or at the Real Property which contained any Regulated Substances which, if known to be present in soils or groundwater or surface water, would require response remediation, removal or such failure other remedial action under Environmental Laws. (e) There are no conditions existing currently regarding the Purchased Assets that would subject Seller to comply damages (together with any resulting including notice of resources damages), penalties, fines injunctive relief or forfeituresresponse remediation or removal costs under any Environmental Laws or which require or are likely to require response, remediation or removal or such other remedial action pursuant to Environmental Laws by Seller. (f) would With respect to the Real Property, Seller is not reasonably be expected subject to have any judgment, order or citation related to or arising out of any Environmental Laws and has not been named or listed as a Material Adverse Effect. All potentially responsible party by any governmental body or agency in a matter related to or arising out of any Environmental Laws. (g) The operation of each Station does not exceed the permissible levels of exposure to RF radiation specified in the FCC’s rules, regulations and policies concerning RF radiation. (h) Seller has been duly issued, and currently has and will maintain through the Closing Date, all Environmental Permits, licenses, permits, registrations or certificates and approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured relating to each Station. A true and the Borrower and each complete list of its Subsidiaries is in substantial compliance therewithsuch permits, except for such licenses, certificates and approvals, all of which are valid and in full force and effect, is set out on SCHEDULE 4.25(h). Except in accordance with such permits, registrations licenses, certificates and approvals or in compliance with Environmental Laws, there has been no discharge of any Regulated Substances or any other material regulated by such permits, licenses, certificates or approvals on the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: Real Property. (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property True and complete copies of the Borrower environmental assessment reports listed on SCHEDULE 4.25 have been delivered to Buyer which SCHEDULE 4.25 includes all environmental assessment reports in Seller’s possession with respect to the Stations. Since April 1999, there are no other environmental assessment reports, environmental studies or any other reports relating to the compliance of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Purchased Assets with Environmental Law, except Laws other than as set forth in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectSCHEDULE 4.25.

Environmental Compliance. (a) The Borrower Buyer is and each of its Subsidiaries is has been in compliance with all applicable Environmental Laws governing its businessLaws, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) do so would not reasonably be expected to have a Buyer Material Adverse Effect. All licensesThe Buyer has obtained and is and has been in material compliance with all permits required under applicable Environmental Laws. The Buyer does not know or have reason to suspect that there is any past or present event, permits, registrations condition or approvals required for circumstance that is likely to interfere with the conduct of the business of the Borrower and each of its Subsidiaries under Buyer in the manner now conducted or which would interfere in any material respect with the Buyer's compliance with Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Laws or approvals the failure to secure or to comply therewith is not reasonably likely to have constitute a Material Adverse Effect. material violation thereof. (b) Neither the Borrower Buyer nor any of its Subsidiaries has received written noticeproperty previously owned by the Buyer, or otherwise knows, that it is in subject to any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending actual or, to the best knowledge of the BorrowerBuyer, threatened wherein an unfavorable decisionpotential action, ruling claim, investigation, review or finding would reasonably be expected other proceeding by any third party or before any governmental, judicial or regulatory body, under or based upon any Environmental Law or exposure to have a Material Adverse Effect. There are no facts, circumstances, conditions hazardous or occurrences on any real toxic substances. (c) The facilities and property now presently owned or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent Buyer have been operated in material compliance with all applicable Environmental Laws and are not (and would not be, if all relevant facts were known to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (iapplicable governmental authorities) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipremoval, occupancyclean-up, use remediation, restoration or transferability of recordation obligations under such real property under any Environmental Lawlaws, except in each such case, such environmental claims or restrictions that individually or in the aggregate as would not reasonably be expected to have a Buyer Material Adverse Effect. There are no underground or above-ground storage tanks or pits on the real property now or previously owned or leased by the Buyer that require (or that would require, if all relevant facts were known to the applicable governmental authorities) removal, clean-up, remediation, restoration, reporting, notification, recordation or any other action except as would not reasonably be expected to have a Buyer Material Adverse Effect. (d) No hazardous substances, solid wastes or other wastes generated by the Buyer (or, to the knowledge of the Buyer, from properties previously owned by the Buyer) have been sent to a site which, pursuant to any applicable Environmental Law, has been placed, or is proposed to be placed, on the "National Priority List" or any similar state list of hazardous waste sites or which is subject to a claim, administrative order or other request to take any cleanup, removal or remedial action or to pay for any costs relating to

Environmental Compliance. (i) Borrower will not, and will not knowingly permit any other Person to, use, generate, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Substance on, under or from the Project or the Site in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any material Environmental Claim or pose a material risk to human health, safety or the environment. Borrower will comply, and will cause all other Persons occupying, using or present at the Project or the Site to comply, with all Environmental Laws in all material respects. (ii) Borrower will promptly take all actions and pay or arrange to pay all costs necessary for it and the Project to comply with all Environmental Laws and all Required Approvals, including actions to remove and dispose of all Hazardous Substances and to clean-up the Project, the Site and any other property to the extent affected by the Project or the activities of Borrower, the Project Parties or their respective agents or for which Borrower is otherwise responsible. If Borrower fails to take the actions or pay or arrange to pay the costs required under this Section 5.2(l), the Administrative Agent may, but will have no obligation to, take such actions or pay such costs, and all amounts so expended will be obligations of Borrower to the Administrative Agent under the Financing Documents payable upon demand and secured by the Liens of the Security Documents. Nothing in this Section 5.2(l) will impose any obligation or liability whatsoever on the Administrative Agent or any Lender or require Borrower to undertake or assure compliance for which it is not responsible or respecting property that it does not own or control. (iii) From time to time and at any reasonable time and frequency, the Administrative Agent may cause an environmental audit of the Project or the Site or the location of any Collateral to be conducted to confirm Borrower’s compliance with this Section 5.2(l); provided, that such audit shall not unreasonably interfere with the operation of the Project. Borrower agrees to cooperate fully with the Administrative Agent and its agents in connection with each such audit. The cost of such audits shall be paid for by Borrower and each of its Subsidiaries unless such audit shall have concluded that Borrower is in compliance with all Environmental Laws governing its businessthis Section 5.2(l), except to in which event the extent that any cost of such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably audit will be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct account of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLenders.

Environmental Compliance. The Borrower (i) Each of the Borrowers and each of its their Subsidiaries is in compliance in all material respects with the applicable provisions of the Clean Air Act, the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act and any similar state or local statute or regulation in effect in any jurisdiction in which any properties of the Borrowers or any Subsidiary are located, and with all applicable published rules and regulations of the United States Environmental Laws governing its businessProtection Agency and of any similar state agencies, except other than those which in the aggregate could not reasonably be expected to result in a Material Adverse Change. (ii) Except as set forth on Exhibit 8.11.1, no suit, claim, action or proceeding, of which any of the Borrowers have been given written notice or otherwise have actual knowledge, is now pending before any court, governmental agency or board, or to the extent that Borrowers' knowledge, threatened by any such failure Person (nor to comply (together the Borrowers' knowledge, does any factual basis exist therefor) for, and none of the Borrowers nor any of their Subsidiaries has received written correspondence from any federal, state or local governmental authority with any resulting penaltiesrespect to, fines or forfeitures) in each case excepting items as would not reasonably be expected to have result in a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct Change: (a) currently alleged noncompliance by any of the business of the Borrower and each of its Borrowers or Subsidiaries under with any Environmental Law have been secured and the Borrower and each of its Subsidiaries is such environmental law, rule or regulation which could result in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor Change, (b) personal injury, wrongful death or other tortious conduct relating to materials, commodities or products used, generated, sold, transferred or manufactured by any of its the Borrowers or their Subsidiaries has received written notice(including but not limited to products made of, containing or otherwise knowsincorporating asbestos, that it is in lead or other hazardous materials, commodities or toxic substances), or (c) the release into the environment by any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower Borrowers or such Subsidiary to operate their Subsidiaries of any real property and no event has occurred and is continuing that, with Hazardous Material generated by the passage Borrowers or any of time their Subsidiaries whether or the giving of notice not occurring at or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have on a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time site owned, leased or operated by the Borrower or any of its Subsidiaries the Borrowers or on any Property adjacent to any such real propertytheir Subsidiaries. (iii) To the best of the Borrowers' knowledge, that are known none of the properties owned or leased by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its the Borrowers or their Subsidiaries has been used as a treatment, storage or disposal site. (iv) To the best of any of the Borrowers' knowledge, no Hazardous Material is present in any real property currently or formerly owned or operated by any of the Borrower Borrowers or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, their Subsidiaries except in each such case, such environmental claims or restrictions that individually or in the aggregate would which could not reasonably be expected to have result in a Material Adverse EffectChange.

Environmental Compliance. The Borrower Mortgagor and each others have executed an Environmental Indemnity Agreement of its Subsidiaries is in compliance even date herewith (as it may be modified or amended from time to time, the “Environmental Agreement”), which shall survive the repayment of the Note and the satisfaction of this Mortgage. Mortgagor hereby agrees to fully comply with all terms, conditions and provisions of the Environmental Laws governing its businessAgreement. If any representation or warranty contained in the Environmental Agreement is untrue, except if Mortgagor or Guarantors shall fail to comply with the provisions of the Environmental Agreement, or if any of the terms or provisions thereof shall be breached, the same shall constitute an Event of Default under this Mortgage. Mortgagor shall deliver to Lender environmental assessments of the Premises in accordance with the terms of the Environmental Agreement at Mortgagor’s sole cost and expense. Should Mortgagor fail to provide any such environmental assessment, Lender shall have the right, but not the obligation, to retain an environmental consultant to perform and prepare same. Lender shall have the right but not the obligation, and without any limitation of Lender’s other rights under this Mortgage, to enter onto the Premises or to take any action as it deems necessary or advisable to cleanup, remove, resolve or minimize the impact of, or otherwise deal with, any hazardous material or any environmental claim following receipt of any notice from any person or governmental authority asserting the existence of any hazardous material or an environmental claim pertaining to the extent that Premises or any such failure to comply (together with any resulting penaltiespart thereof which, fines if true, could result in an order, suit or forfeitures) would not reasonably be expected to have a Material Adverse Effectother action against Mortgagor or Lender which, in the sole opinion of Lender, could jeopardize Lender’s security under this Mortgage. All licenses, permits, registrations or approvals required for costs and expenses incurred by Lender in the conduct exercise of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default rights under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property this Section shall be secured by this Mortgage and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably shall be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending payable by Mortgagor upon demand or, to at the best knowledge election of Lender, funded under the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectNote.

Environmental Compliance. (a) The Borrower and each of its Subsidiaries is will comply in compliance all material respects with all applicable Environmental Laws governing its businessin all jurisdictions in which any of them operates now or in the future, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is will comply in substantial compliance therewith, except for all material respects with all such licenses, permits, registrations Environmental Laws that may in the future be applicable to the Borrower’s or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeSubsidiaries’ business, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which properties and assets. (b) If the Borrower or such any Subsidiary is a party or that would affect the ability of the Borrower shall (i) receive notice that any material violation of any Environmental Law may have been committed or such Subsidiary is about to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated committed by the Borrower or any Subsidiary of its Subsidiaries the Borrower, (ii) receive notice that any administrative or on any Property adjacent judicial complaint or order has been filed or is about to any such real property, that are known by the Borrower or as to which be filed against the Borrower or any such Subsidiary has received written noticeof the Borrower alleging a material violation of any Environmental Law requiring the Borrower or any Subsidiary of the Borrower to take any action in connection with the release of Hazardous Materials into the environment, (iii) receive any notice from a federal, state or local government agency or private party alleging that could reasonably the Borrower or any Subsidiary of the Borrower may be expected: liable or responsible for any material amount of costs associated with a response to or cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, (iiv) to form the basis become aware of an environmental claim any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries regarding any potential material violation of Environmental Laws or any real property spill, release, discharge or disposal of any Hazardous Material or (v) notify any Governmental Authority regarding any potential material violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material by the Borrower or a Subsidiary of the Borrower, the Borrower shall promptly notify the Lender thereof (together with a copy of any such notice) and of its Subsidiaries; any action being or (ii) to cause such real property proposed to be subject taken with respect thereto and thereafter shall continue to any restrictions on furnish to the ownershipLender all further notices, occupancydemands, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in reports and other information regarding the aggregate would not reasonably be expected to have a Material Adverse Effectforegoing.

Environmental Compliance. The Borrower represents, warrants and ------------------------ covenants, as to itself and each Facility: (i) Borrower and each of its Subsidiaries is Facility are in compliance with all applicable Environmental Laws governing its businessLaws, which compliance includes, without limitation, the possession by Borrower or the applicable Operator, as applicable, of and compliance with all environmental, health and safety Permits, licenses and other governmental authorizations required in connection with the ownership and operation of each Facility under all Environmental Laws, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith laws is not reasonably likely to have result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice. (ii) There is no Environmental Claim pending or, or otherwise knowsto Borrower's knowledge, that it is in any respect in noncompliance withthreatened, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event penalties arising under Environmental Laws have been assessed, against Borrower, any Facility or against any Person whose liability for any Environmental Claim Borrower has occurred or may have retained or assumed either contractually or by operation of law, and no investigation or review is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decisionby any Governmental Authority, ruling citizens group, employee or finding would reasonably be expected other Person with respect to any alleged failure by Borrower, or any Facility to have a Material Adverse Effect. There any environmental, health or safety permit, license or other authorization required under, or to otherwise comply with, any Environmental Law or with respect to any alleged liability of Borrower for any Use or Release of any Hazardous Substances or the presence, Use, or Release of any Hazardous Substances at, on, in, under, or from any Facility. (iii) To the knowledge of Borrower after due inquiry, there have been and are no facts, circumstances, conditions past or occurrences on present Releases or threats of Release of any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, Hazardous Substance that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) likely to form the basis of an environmental claim any Environmental Claim against Borrower, any Facility or, to Borrower's knowledge, against any Person whose liability for any Environmental Claim Borrower has or may have retained or assumed either contractually or by operation of law. (iv) To the knowledge of Borrower or any of its Subsidiaries or any real property after due inquiry and except as disclosed in the Environmental Reports, without limiting the generality of the Borrower foregoing, there is not present at, on, in or under any of its Subsidiaries; Facility, PCB-containing equipment, asbestos or asbestos containing materials, underground or aboveground storage tanks or surface impoundments for Hazardous Substances, lead in drinking water (iiexcept in concentrations that comply with all Environmental Laws), or lead-based paint (nor have there been any underground storage tanks present at, on, in, or under any Facility). (v) to cause such real property to be subject No Liens are presently recorded with the appropriate land records under or pursuant to any restrictions on Environmental Law with respect to any Facility and, to Borrower's knowledge, no Governmental Authority has been taking or is in the ownership, occupancy, use or transferability process of such real property taking any action that could subject any Facility to Liens under any Environmental Law. (vi) There have been no environmental investigations, except in each such casestudies, such environmental claims audits, reviews or restrictions other analyses conducted by or on behalf of Borrower that individually or are in the aggregate possession or control of Borrower in relation to any Facility which have not been provided to Lender. (vii) No conditions exist which would not reasonably be expected require Borrower under any Environmental Laws to have place a Material Adverse Effectnotice on any deed to any Facility with respect to the presence, Use or Release of Hazardous Substances at, on, in, under or from any Facility and no Facility has any such notice in its deed.

Environmental Compliance. The Borrower Except as set forth on Schedule 3.21: ------------- (a) Each Seller has complied in all material respects and each of its Subsidiaries is in compliance with with, and the Real Property and all improvements thereon are in material compliance with, all Environmental Laws governing its business, except to the extent that any such failure to comply Laws. (together with any resulting penalties, fines or forfeituresb) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary No Seller is a party to any litigation or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending administrative proceeding or, to the best knowledge Knowledge of Sellers, is any litigation or administrative proceeding threatened against it, which in either case (i) asserts or alleges that such Seller violated any Environmental Laws, (ii) asserts or alleges that such Seller is required to clean up, remove or take remedial or other response action due to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials at the Real Property or (iii) asserts or alleges that such Seller is required to pay all or a portion of the Borrowercost of any past, threatened wherein an unfavorable decisionpresent or future cleanup, ruling removal or finding remedial or other response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials at the Real Property. (c) With respect to the period during which SouthCom owned or occupied the Real Property, and, to the Knowledge of Sellers with respect to the time before SouthCom owned or occupied any Real Property, no Person has caused or permitted Hazardous Materials to be stored, deposited, treated, recycled or disposed of on, under or at the Real Property which Hazardous Materials, if known to be present, would reasonably require cleanup, removal or some other remedial action under any Environmental Laws. (d) There are not now, nor to the Knowledge of Sellerrs have there previously been, tanks or other facilities on, under, or at the Real Property which contained any Hazardous Materials which, if known to be expected to have a Material Adverse Effect. present in soils or ground water, would require cleanup, removal or some other remedial action under Environmental Laws. (e) There are no factsconditions existing currently at the Real Property which would subject any Seller to damages, circumstancespenalties, conditions injunctive relief or occurrences on cleanup costs under any real property now Environmental Laws or at which require or are likely to require cleanup, removal, remedial action or other response pursuant to Environmental Laws by any time ownedSeller. (f) No Seller is subject, leased or operated by the Borrower or any as a result of its Subsidiaries or on any Property adjacent interest in the Real Property, to any such real propertyjudgment, that are known order or citation related to or arising out of any Environmental Laws and no Seller has been named or listed as a potentially responsible party by any governmental body or agency in a matter related to or arising out of any Environmental Laws. (g) SouthCom has been duly issued, and currently has and will maintain through the Borrower or as to which the Borrower or any such Subsidiary has received written noticeClosing Date, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipall permits, occupancylicenses, use or transferability of such real property certificates and approvals required under any Environmental Law. A true and complete list of such permits, except licenses, certificates and approvals, all of which are valid and in each full force and effect, is set out in Schedule 3.21. Except in accordance with ------------- such casepermits, licenses, certificates and approvals, there has been no discharge of any Hazardous Materials or any other material regulated by such environmental claims permits, licenses, certificates or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectapprovals.

Environmental Compliance. The Borrower Except as set forth in Confidential Schedule 3.22: A. Each of IBI, the IBI Subsidiaries and each all of its Subsidiaries is their Properties and operations are in material compliance with all applicable Environmental Laws governing its business(as defined in Section 11.10). Neither IBI nor any IBI Subsidiary has received any written notice of any past, except to the extent present, or future conditions, events, activities, practices or incidents that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to materially interfere with or prevent the compliance of IBI or any IBI Subsidiary with all applicable Environmental Laws. B. IBI and each IBI Subsidiary have obtained all material permits, licenses and authorizations that are required under all applicable Environmental Laws. C. No Hazardous Materials (as defined in Section 11.10) exist on, about or within any of the Properties, nor, to the Best Knowledge of IBI, have any Hazardous Materials previously existed on, about or within or been used, generated, stored, transported, disposed of, on or released from any of the Properties, except as would not be expected to have or cause a Material Adverse EffectChange. All licenses, permits, registrations The use that IBI or approvals required for the conduct any IBI Subsidiary makes of the business Properties will not result in the use, generation, storage, transportation, accumulation, disposal or release of any Hazardous Material on, in or from any of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithProperties, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is as would not reasonably likely be expected to have or cause a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeChange. D. There is no action, suit, proceeding, investigation, or otherwise knows, that it is in inquiry before any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims Governmental Authority pending or, to the best knowledge Best Knowledge of the BorrowerIBI, threatened wherein an unfavorable decisionthreatened, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower against IBI or any of its Subsidiaries or on IBI Subsidiary relating in any Property adjacent way to any such real property, that are known by the Borrower or as to which the Borrower or Environmental Law. Neither IBI nor any such IBI Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability for remedial action under any Environmental Law. Neither IBI nor any IBI Subsidiary has received any written request for information by any Governmental Authority with respect to the condition, except use or operation of any of the Properties nor has IBI or any IBI Subsidiary received any written notice from any Governmental Authority or other person with respect to any violation of or claimed or potential liability of any kind under any Environmental Law (including any letter, notice or inquiry from any person or Governmental Authority informing IBI or any IBI Subsidiary that it is or may be liable in each any way under any Environmental Laws or requesting information to enable such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably a determination to be expected to have a Material Adverse Effectmade).

Environmental Compliance. (a) The Borrower and each of its Subsidiaries Subsidiary is and has been in compliance with all applicable Environmental Laws governing its businessand has not received written notice of any unresolved potential liability, except violation or delinquency with respect to the extent that any such failure Environmental Law, including pursuant to comply (together any agreement with any resulting penaltiesPerson, fines or forfeitures) would not any Permit or order from any Governmental Authority, other than any non-compliance, liabilities, violations or delinquencies that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) The Borrower and each Subsidiary has obtained all material Environmental Permits. All licenses, permits, registrations or approvals required for the conduct of the business Each Environmental Permit of the Borrower and each Subsidiary remains in full force and effect, is not subject to appeal or any pending or, to the knowledge of its Subsidiaries under any the Borrower, threatened administrative or judicial proceedings, other than administrative review processes in the ordinary course of pending renewals, and complete applications for all material new, modified or renewed Environmental Law Permits that are presently due or pending have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, submitted on a timely basis except for such licenses, permits, registrations or approvals where the failure to secure obtain any such Environmental Permit, take any such action or to comply therewith is not where such appeal or proceeding would, if adversely determined, reasonably likely be expected, individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, notice that could reasonably any Environmental Permit will not be expected: (i) to form issued or renewed with terms and conditions that are consistent with the basis of an environmental claim against the Borrower present or any of its Subsidiaries or any real property presently proposed operation of the Borrower relevant facility except to the extent that such refusal to issue or renew any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would Permit could not reasonably be expected to have a Material Adverse Effect. (c) There is no Environmental Claim pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary or otherwise relating to any of the properties of such Persons, other than Environmental Claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the production, use, sale, storage, transportation, handling, release, threatened release, emission, discharge, presence or disposal of any Hazardous Materials, that would reasonably be expected to form the basis of any Environmental Claim or prevent continued compliance with Environmental Laws relating to their respective businesses or any of their respective properties or against the Borrower or any Subsidiary. (d) Neither the Borrower nor any Subsidiary is, or will be, required to incur material capital cost or expense to cause its operations or properties to achieve or maintain compliance with applicable Environmental Laws under current operational conditions, other than capital costs or expenses that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (e) To the knowledge of the Borrower, neither the Borrower nor any Subsidiary has manufactured, distributed or sold any asbestos-containing material during the five-year period ended on the Closing Date or at any time thereafter. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there are no pending or, to the knowledge of the Borrower, threatened proceedings against the Borrower or any of its Subsidiaries arising out of any lead-containing, silica-containing or asbestos-containing material or the exposure to or release thereof. In the five-year period ended on the Closing Date, except as set forth on Schedule 5.09 (Environmental Matters), there have been no proceedings against the Borrower or any of its Subsidiaries, to the knowledge of the Borrower, arising out of any asbestos-containing material or the exposure to or release thereof. (f) Neither the Borrower nor any Subsidiary has any material obligation under any Contractual Obligation with any Person or pursuant to an order of a Governmental Authority for conducting any site investigation or cleanup other than any such obligations which could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has, either expressly or by operation of law, assumed or undertaken any Environmental Liability or corrective, investigatory or remedial obligation of any other Person or for any business or property previously owned or operated by the Borrower or any Subsidiary relating to any Environmental Law, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower (a) Parent and each Subsidiary conduct in the ordinary course of its Subsidiaries is in compliance with all business a review of the effect of Environmental Laws governing its businessand claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, except to operations, and properties, and as a result thereof Parent and each Subsidiary have reasonably concluded that such Environmental Laws and claims could not, individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would not reasonably be expected to have cause a Material Adverse Effect. All licenses, permits, registrations Property Event. (b) After due inquiry and investigation in accordance with good commercial or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries customary practices to determine whether contamination is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate present on any real property and no event or elsewhere in connection with any activity on such real property, without regard to whether Administrative Agent or any Lender has occurred and is continuing or hereafter obtains any knowledge or report of the environmental condition of such real property, except as may be indicated in the environmental assessment reports delivered to Administrative Agent prior to the Closing Date in connection with its due diligence investigations in connection with the Loans: (a) during the period of Parent’s or any Subsidiaries’ ownership of all of its real property, such real property has not been used for industrial or manufacturing purposes, for landfill, dumping, or other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling, or disposal of any Hazardous Material, for underground or aboveground storage tanks, or for any other use that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have could give rise to a Material Adverse Effect. There are Property Event; to Parent’s and each Subsidiaries’ knowledge, no environmental claims pending or, such use of its real property occurred at any time prior to the best knowledge period of Parent’s or any Subsidiaries’ ownership of such real property; and to Parent’s and each Subsidiaries’ knowledge, no such use on any adjacent property occurred at any time prior to the Borrower, threatened wherein an unfavorable decision, ruling or finding would date hereof which could reasonably be expected to have cause a Material Adverse Effect. There are Property Event; (b) to Parent’s and each Subsidiaries’ knowledge, there is no factsHazardous Material, circumstancesstorage tank (or similar vessel) whether underground or otherwise, conditions sump or occurrences well currently on any its real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have cause a Material Adverse EffectProperty Event; (c) neither Parent nor any Subsidiary has received any notice and has no knowledge of any Environmental Claim or any completed, pending or proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on its real property or any adjacent property or concerning whether any condition, use or activity on its real property or any adjacent property is in violation of any Environmental Requirement; (d) the present conditions, uses, and activities on its real property does not violate any Environmental Requirement and the use of its real property which Parent or any Subsidiary (and each tenant and subtenant, if any) makes and intends to make of its real property complies and will comply with all applicable Environmental Requirements; (e) its real property does not appear on and to Parent’s and each Subsidiaries’ knowledge have never been on the National Priorities List, any federal or state “superfund” or “superlien” list, or any other list or database of properties maintained by any local, state, or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material; (f) neither Parent nor any Subsidiary has ever applied for and been denied environmental impairment liability insurance coverage relating to its real property; and (g) neither Parent or any Subsidiary has, nor have, to Parent’s and each Subsidiaries’ knowledge, any tenants or subtenants, obtained any permit or authorization to construct, occupy, operate, use, or conduct any activity on any of its real property by reason of any Environmental Requirement.

Environmental Compliance. The Each Borrower shall, and shall cause each of its Subsidiaries is Restricted Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws governing its businessor Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, except and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the extent generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that a Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of a Borrower or its Subsidiaries, or any property to which Contaminants generated by a Borrower or its Subsidiaries have come to be located ("OFFSITE PROPERTY") has or may become contaminated or subject to an order or decree such failure to comply (together with that any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent a Borrower has the legal right to do so, such Borrower agrees to, at Administrative Agent's request and such Borrower's expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, such Borrower's proposed plan and schedule for responding to any environmental problems described therein, and such Borrower's estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and such Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or such Borrower's response thereto or the giving of notice or bothestimated costs thereof, would constitute noncompliance, breach of or default thereunder, except in each such caseshall materially change. Notwithstanding the above, such noncompliance, breaches Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the such Borrower or any of its Subsidiaries or on any Property adjacent to any and (b) where Contaminants generated by persons other than such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.

Environmental Compliance. The Borrower (a) Tenant agrees that promptly after the Commencement Date, it will, at no expense to Landlord, apply for the transfer into Tenant's name of all permits, licenses and each approvals required under the Environmental Laws for the operation and use of the Facility, and if any of the same are not transferable, promptly apply for new permits, licenses and approvals to replace any that are not transferable. Tenant will diligently pursue such applications and use its best efforts to cause the transfers or issuances of new licenses to be approved. Tenant represents and warrants that it will at no expense to Landlord, maintain compliance with the terms and conditions of all such permits and will obtain any other such permits necessary for the operation and use of the Facility. (b) Tenant agrees to notify Landlord, and Landlord agrees to notify Tenant, promptly in writing, upon the party or any of its Subsidiaries is in compliance representatives learning of any of the following with all Environmental Laws governing its business, except respect to the extent Facility: (i) notice or claim to the effect that Landlord or Tenant is or may be liable to any such failure person as a result of the Release or threatened Release of any Hazardous Substance into the Environment; (ii) notice that Landlord or Tenant is subject to comply investigation by any Governmental Authority evaluating whether any Remedial Action is needed to respond to the Release or threatened Release of any Hazardous Substance into the Environment; (together with any resulting penalties, fines or forfeituresiii) would not notice of a condition which might reasonably be expected to have result in a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct notice of the business violation of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law; or (iv) notice of the commencement of any judicial or administrative proceeding alleging a violation of any Environmental Law. (c) Without limiting the generality of the foregoing, except in each such caseTenant shall identify and dispose of hazardous wastes, such environmental claims or restrictions that individually or as defined by any Environmental Laws, generated by Tenant during the Lease Term in the aggregate would not reasonably be expected to manner required by any and all applicable federal, state and local laws, rules and regulations. Upon the expiration or earlier termination of the Lease Agreement, Tenant shall, unless otherwise agreed by the parties, identify and dispose of all containers of Hazardous Substances that have a Material Adverse Effectbeen placed on the site by the Tenant during the Lease, in accordance with all applicable federal, state, and local laws, rules and regulations.

Environmental Compliance. The Borrower A. use and operate, and cause each Subsidiary to use and operate, all of its Subsidiaries is Assets in compliance with all Environmental Laws governing applicable to such Assets, keep all Environmental Permits relating to environmental matters and necessary for the operation of its businessbusiness in effect and remain in material compliance therewith, and handle all Hazardous Substances in material compliance with all applicable Environmental Laws, in each case except to the extent that any such where failure to comply (together with any resulting penalties, fines or forfeitures) would not do so could reasonably be expected to have a Material Adverse Effect. All licenses; B. promptly, permits, registrations or approvals required for if the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have Administrative Agent has a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to good faith concern which the Borrower or such Subsidiary is a party or that would affect has not adequately addressed in the ability opinion of the Borrower or such Subsidiary to operate any real property and no event has occurred and Administrative Agent that there is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of material non-compliance by the Borrower, threatened wherein any Guarantor or any other Subsidiary with Environmental Laws applicable to it, (A) the Borrower shall conduct, at its expense, such inspections, audits and appraisals (by an unfavorable decisionenvironmental auditor or auditors approved by the Administrative Agent) concerning such possible non-compliance as the Administrative Agent may reasonably request and permit the Administrative Agent and the Lenders to discuss such inspections, ruling audits and appraisals with such auditor or finding would auditors, and (B) remedy any non-compliance with Environmental Laws revealed by such inspection, audit or appraisal which, if not remedied, could reasonably be expected to have a Material Adverse Effect. There are no facts; C. promptly notify the Administrative Agent and provide copies upon receipt of all adverse written claims, circumstancescomplaints, conditions notices or occurrences on any real property now or at any time owned, leased or operated by inquiries relating to the Borrower or any condition of its Subsidiaries Assets or on any Property adjacent to any such real property, that are known by the Borrower or as to compliance with Environmental Laws which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, and shall take all Remedial Action and other commercially reasonable steps to promptly cure, have dismissed or otherwise resolved to the reasonable satisfaction of the Bank any actions and proceedings relating to any such compliance with Environmental Laws, except for those being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; and D. provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with the foregoing.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in 45 47056313_11 each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower (a) Each of Buyer and each its Subsidiaries is in material compliance with all Hazardous Materials Laws and has obtained and is in material compliance with, all material permits, licenses or other authorizations required under any Hazardous Materials Laws. (b) Neither Buyer nor any of its Subsidiaries is in aware of any material past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans, which may interfere with, or prevent continued compliance by any of Buyer or its Subsidiaries with, any Hazardous Materials Law, or which may give rise to Environmental Loss to any of Buyer or its Subsidiaries based on or related to any Hazardous Materials Law. (c) To the knowledge of the Buyer, there are no facts, circumstances or conditions relating to, arising from, associated with all Environmental Laws governing its business, except or attributable to the extent Buyer or its Subsidiaries or any real property currently or previously owned, operated or leased by the Buyer, which could reasonably be expected to create any Environmental Loss that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for Effect on Buyer. (d) To the conduct knowledge of the business of Buyer, neither the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Buyer nor any of its Subsidiaries has received written noticeever generated, transported, treated, stored, handled or otherwise knowsdisposed of any Hazardous Substances at any site, location or facility in a manner that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not could reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would create any Environmental Loss that could reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences Effect on any real property now or at any time owned, leased or operated by the Borrower or Buyer. (e) Neither Buyer nor any of its Subsidiaries has discovered, and to the knowledge of Buyer, no other Person has discovered, any occurrence or condition on the Premises of any of Buyer or its Subsidiaries or on any Property adjacent to real property in the vicinity of the Premises of any such real propertyof Buyer or its Subsidiaries, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) expected to cause such real property Premises to be subject to any restrictions on the ownership, occupancy, transferability or use or transferability of such real property under any Hazardous Materials Law. (f) Neither Buyer nor any of its Subsidiaries uses or maintains any underground or above ground storage tanks on the Premises of any of Buyer or its Subsidiaries and, to the knowledge of Buyer, no underground or above ground storage tanks are now, or ever have been, located on the Premises. (g) Neither Buyer nor any of its Subsidiaries has received notice of any Encumbrance in favor of any Governmental Authority for: (i) any liability under any Hazardous Materials Law; or (ii) damages arising from or costs incurred by such Governmental Authority in response to a release of Hazardous Substances into the environment, nor has any such Encumbrance ever been filed or attached to the Premises of any of Buyer or its Subsidiaries. (h) None of the present or past operations of the business of any of Buyer and its Subsidiaries nor any of the present, or to the knowledge of Buyer, past property used by any of Buyer and its Subsidiaries, is subject to any written notice or order from, or agreement with or judicial or administrative proceeding initiated by, any Governmental Authority or private party respecting: (i) any violation of Hazardous Materials Laws, (ii) any assessment, investigatory or cleanup activity, or (iii) any Environmental LawLoss arising from the release or threat of release of a Hazardous Substance into the environment. (i) Neither Buyer nor any of its Subsidiaries is aware of or has received any notice or claim to the effect that the present or past operations of any of Buyer and its Subsidiaries is the subject of any inquiry or investigation by any Governmental Authority evaluating whether remedial action is needed to respond to a release or threat of release of Hazardous Substances into the environment or that it is or may be liable to any Person as a result of any such release or threat of release. (j) Neither Buyer nor any of its Subsidiaries has filed any notice, except in each such caseincluding but not limited to, such environmental claims manifest discrepancy notification, disposal extension, and/or episodic waste report under any Hazardous Materials Laws indicating past or restrictions that individually present compliance exceptions with the generation, treatment, storage or in disposal of a Hazardous Substance, or reporting a release of a Hazardous Substance into the aggregate would not reasonably be expected to have a Material Adverse Effectenvironment.

Environmental Compliance. (a) The Borrower and each of its Subsidiaries is Subsidiary and other business operations, properties and facilities are in compliance with all applicable Environmental Laws governing its businessand has been issued and currently maintains all permits, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permitscertificates and approvals, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and (“Environmental Permits”) in each of its Subsidiaries is in substantial compliance therewith, case except for such licenses, permits, registrations or approvals where the failure to secure do so, singly or to comply therewith is not in the aggregate, could reasonably likely be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has been notified of its Subsidiaries has received written noticeany pending or threatened claim, action, suit, proceeding or investigation, and neither the Borrower nor any Subsidiary is aware of any facts, which (a) call into question, or otherwise knowscould reasonably be expected to call into question, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which compliance by the Borrower or such any Subsidiary is and other business operations, properties and facilities with any Environmental Laws, (b) seek, or could reasonably be expected to form the basis of a party meritorious proceeding, to suspend, revoke or that would affect terminate any Environmental Permit or necessary for the ability use, or operation of the Borrower’s or any Subsidiary’s business properties or facilities or for the generation, handling, storage, treatment or disposal of any Hazardous Materials, or (c) seek to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or such any Subsidiary or other Loan Party to operate be subject to any real property and no event has occurred and is continuing thatrestrictions on ownership, with the passage of time use, occupancy or the giving of notice or bothtransferability under any Environmental Law, would constitute noncompliance, breach of or default thereunder, except which in each such caseof clauses (a), such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would (b) and (c) could reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or . (b) Except as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect: (i) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower and its Subsidiaries or their predecessors in interest that could reasonably be expected to result in liability of Borrower or any Subsidiary under or noncompliance by Borrower or any Subsidiary with any Environmental Law; and (ii) neither Borrower nor any Subsidiary is obligated to perform any action or otherwise incur any expense under Environmental Laws, pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of them is conducting or financing any investigation, response or other action to address a Release or threatened Release of Hazardous Materials pursuant to any Environmental Law at any location. (c) Borrower and the Subsidiaries have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, Borrower and the Subsidiaries concerning compliance with or liability under Environmental Law, including those concerning the status of Hazardous Materials at properties or facilities currently or formerly owned, operated, leased or used by Borrower and the Subsidiaries.

Environmental Compliance. The (a) Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and any Subsidiary of any Borrower and each or Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its Subsidiaries premises (whether or not owned by it) in any manner which at any time violates any applicable Environmental Law or Permit that is in compliance with all required under any applicable Environmental Laws governing its business, except to the extent that any where such failure to comply (together with any resulting penalties, fines violation has or forfeitures) would not could reasonably be expected to have a Material Adverse Effect. All licenses, permitsand the operations of Borrowers, registrations Guarantors and any Subsidiary of any Borrower or approvals Guarantor complies with all Environmental Laws and all Permits that are required for the conduct of the business of the Borrower and each of its Subsidiaries under any applicable Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals where the failure to secure so comply has or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 8.8 to the Information Certificate, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to any Borrower's or Guarantor's knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which has or could reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and their Subsidiaries have no liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials, which has had or could reasonably be expected to have a Material Adverse Effect. (d) Borrowers, Guarantors and their Subsidiaries have all Permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect, where failure to have obtained or filed such could reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower Tenant shall: (i) subject to the provisions of Section 26 of this Lease, at all times comply, and each of its Subsidiaries is in compliance cause the Premises to comply, with all Environmental Laws governing its business, except to the extent that any such failure to comply (together as well as with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is recommendations contained in any respect in noncompliance withenvironmental report), breach and not cause, suffer or permit the occurrence or continued existence of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its SubsidiariesProhibited Event; or (ii) permit Landlord and any First Mortgagee and any representatives designated by Landlord or any First Mortgagee to cause visit and inspect the Premises or any part thereof, and to sample and monitor soil and groundwater and to inspect for Hazardous Materials all without unreasonably interfering with Tenant's use of the Premises and at such real reasonable times and intervals as from time to time may be requested provided that (x) Landlord or any First Mortgagee reasonably believes that Tenant or the Premises is not in compliance with Environmental Laws as required by the foregoing clause (i), (y) the reasonable costs and expenses incurred by Landlord and First Mortgagee for such visits, inspections, sampling and monitoring shall be borne by Tenant only if such inspections, sampling and monitoring reveal that Tenant or the Premises is, in fact, not in such compliance in which case such reasonable costs and expenses shall be payable by Tenant on demand by Landlord and constitute Additional Rent), and (z) neither Landlord nor any First Mortgagee shall have any duty to make any such inspection nor shall incur any liability or obligation for not making any such inspection or, once having undertaken any such inspection, for not making the same carefully or properly, or for not completing the same; nor shall the fact that such inspection may not have been made by Landlord or any First Mortgagee relieve Tenant of any obligations under this Lease; and (iii) notify Landlord and any First Mortgagee within ten (10) days after Tenant first has knowledge of (A) any actual or threatened occurrence or existence of any Prohibited Event, or (B) any actual or threatened inquiry, demand, notice, judicial or administrative proceeding, or claim, or any similar action, by any regulatory authority or other governmental body or any other person, relating to Hazardous Materials on, under within or about the Premises, or emanating from the Premises, or emanating from any property adjacent to or abutting the Premises and either affecting or having any potential to affect the Premises, such notice by Tenant to Landlord and any First Mortgagee to set forth in reasonable detail the circumstances giving rise to such notice and, describe any action proposed to be subject taken by Tenant in connection with such event, and be accompanied by copies of all correspondence, reports, legal pleadings and other documents in Tenant's possession relating to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectevent.

Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non- compliance with Environmental Laws or Environmental Permits or to any unpermitted Release or threatened Release of a Contaminant, and shall regularly report to the Agent on such response. Without limiting the generality of the foregoing, whenever the Agent or any Lender has a reasonable basis to believe that the Borrower is not in material compliance with all Environmental Laws governing or Environmental Permits or that any property of the Borrower or its businessSubsidiaries, except or any property to the extent which Contaminants generated by Borrower or its Subsidiaries have come to be located ("Offsite Property") has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of Effect then the Borrower agrees to, at the Agent's request and each of its Subsidiaries under any Environmental Law have been secured the Borrower's expense: (a) cause a qualified environmental engineer reasonably acceptable to the Agent to assess the site where the alleged or actual noncompliance contamination has occurred and prepare and deliver to the Agent, the Lenders and the Borrower a report reasonably acceptable to Agent setting forth the results of such assessments, a proposed plan and each schedule for responding to any environmental problems described therein, and an estimate of its Subsidiaries is in substantial compliance therewiththe costs thereof; and (b) provide the Agent, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Lenders and the Borrower nor any a supple- mental report of its Subsidiaries has received written noticesuch engineer whenever the scope of the environmental problems or the Borrower's response thereto or the estimated costs thereof, or otherwise knows, that it is shall change in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending material respect; or, as an alternative to the best knowledge of subparagraphs (a) and (b) above, the Borrower, threatened wherein upon the Agent's or any Lender's request, shall allow the Agent or such Lender, as the case may be, or an unfavorable decisionagent or representative of the Agent or such Lender, ruling to enter onto the property to conduct any desired environmental audits and tests at the Borrower's expense. The Agent and the Lenders hereby covenant and agree that any reports, records, notices, estimates or finding would reasonably other information they receive in connection with this subsection shall be expected kept strictly confidential, and shall not be disclosed to have or used by any Person (other than the Agent's or any Lender's authorized representatives for the purpose of reviewing or enforcing the Agent's or such Lender's rights hereunder or as permitted by Section 9.12(g), which persons shall also be bound by this sentence) unless and only to the extent that disclosure is required pursuant to any Environmental Laws, Environmental Permits, or order of a Material Adverse Effect. There are no factscourt of competent jurisdiction, circumstancesin which case the Agent or such Lender, conditions or occurrences on any real property now or at any time ownedas the case may be, leased or operated by shall promptly notify the Borrower or any in writing of its Subsidiaries or on any Property adjacent to any such real property, that are known by requirement and the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property nature and extent of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectrequired disclosure.

Environmental Compliance. Except as described on Schedule 3.2.16, to the Knowledge of CEX: (a) The Borrower Company and each of its Subsidiaries is in compliance with all applicable Environmental Laws, except for violations or failures to comply which would not reasonably be expected to result in a Material Adverse Effect on the Company. None of CEX, with respect to the Company and its Subsidiaries, or the Company or any of its Subsidiaries has received any written notice of violation, cessation order, notice of fine or penalty, notice of proposed assessment or other written notice from any Governmental Authority that CEX, with respect to the Company and its Subsidiaries, or the Company or any of its Subsidiaries, is not in compliance with any Environmental Laws governing or Permits and which relate to any matters or conditions that are not, or have not been, resolved as of the date hereof except for such matters or conditions which, if not resolved as of the date hereof, would not reasonably expected to result in a Material Adverse Effect on the Company. (b) There have been no releases of Hazardous Substances by any of the Company or any of its businessSubsidiaries on, in, under or over the Company Properties, except (i) in accordance with a valid Permit or (ii) for such releases that would not reasonably be expected to result in a Material Adverse Effect on the extent that Company. (c) None of the Company Properties is used to produce, manufacture, process, generate, store, use, handle, recycle, treat, dispose of, manage, ship or transport Hazardous Substances, other than as customary in the normal course of operations of the type conducted or previously conducted on such real property and except for any such failure to comply (together with any resulting penalties, fines or forfeitures) activities that would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for Effect on the conduct Company. (d) None of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, notice from any Governmental Authority that it is in a "potentially responsible party" under Section 107 of CERCLA for any respect in noncompliance with, breach of matter or default under any applicable writ, order, judgment, injunction, matters that has not been or decree to which the Borrower or such Subsidiary is a party or that would affect the ability will not be resolved as of the Borrower or Closing Date which, if not resolved as such Subsidiary to operate any real property and no event has occurred and is continuing thatdate, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have result in a Material Adverse Effect. Effect on the Company. (e) There are is no factsEnvironmental Claim pending or, circumstancesto CEX's Knowledge, conditions or occurrences on any real property now or at any time owned, leased or operated by threatened against the Borrower Company or any of its Subsidiaries or on against any Property adjacent to any Person or entity whose liability for such real property, that are known Environmental Claim has been contractually retained or assumed by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower Company or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such casefor Environmental Claims that, such environmental claims or restrictions that individually or in the aggregate aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on the Company. To CEX's Knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person or entity whose liability for such Environmental Claim has been contractually retained or assumed by the Company or any of its Subsidiaries, except for Environmental Claims that would not reasonably be expected to have a Material Adverse Effect on the Company.

Environmental Compliance. The Borrower Tenant shall not cause nor permit, nor allow any of Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (collectively, "Tenant's Parties") to cause or permit any Hazardous Materials to be brought upon, stored, manufactured, generated, blended, handled, recycled, treated, disposed or used on, under or about the Premises, the Building, the Common Area or the Project, except for routine office and each janitorial supplies in usual and customary quantities stored, used and disposed of its Subsidiaries is in compliance accordance with all applicable Environmental Laws. Tenant and ▇▇▇▇▇▇'s Parties shall comply with all Environmental Laws governing its businessand promptly notify Landlord in writing of (a) the presence of any Hazardous Materials, except to other than office and janitorial supplies as permitted above, on the extent that Premises; (b) any such failure to comply (together with any resulting penalties, fines notices of violation or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations potential or approvals required for the conduct alleged violation of the business of the Borrower and each of its Subsidiaries under any Environmental Law which are received by Tenant from any governmental agency; (c) any and all inquiry, investigation, enforcement, clean-up, removal or other governmental or regulatory actions instituted or threatened relating to Tenant or the Premises or the Project; and (d) all claims made or threatened by any third-party against Tenant or the Premises or Project relating to any Hazardous Materials. Landlord shall have been secured the right, upon not less than forty-eight (48) hours notice to Tenant, to enter upon and inspect the Borrower Premises and each to conduct tests, monitoring and investigations. Such right of its Subsidiaries is in substantial compliance therewith, except entry shall include the right to test for soil and groundwater contamination. If such licenses, permits, registrations or approvals tests indicate the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither presence of any Environmental Condition which occurred during the Borrower nor any Term of its Subsidiaries has received written noticethis Lease, or otherwise knowsif Landlord has reasonable grounds to believe that ▇▇▇▇▇▇ has disposed of or caused a release of Hazardous Materials at, that it is on or about the Premises or the Project, Tenant shall reimburse Landlord for the cost of conducting such tests. In the event of any such Environmental Condition, Tenant shall promptly take any and all steps necessary to rectify the same to Landlord's reasonable satisfaction or shall, at Landlord's election, reimburse Landlord, upon demand, for the cost to Landlord of performing rectifying work. The reimbursement shall be paid to Landlord in advance of Landlord's performing such work, based upon ▇▇▇▇▇▇▇▇'s reasonable estimate of the cost thereof; and upon completion of such work by ▇▇▇▇▇▇▇▇, Tenant shall pay to Landlord any shortfall within thirty (30) days after Landlord bills Tenant therefor or Landlord shall within thirty (30) days refund to Tenant any excess deposit, as the case may be. In addition, Tenant shall comply, at its sole cost and expense, with such recommendations contained in any environmental assessment as Landlord may reasonably require including, without limitation, any recommendations with respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to precautions which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary should be taken with respect to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions activities on the ownershipPremises, occupancy, use or transferability and additional testing and studies to detect the presence of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectHazardous Materials.

Environmental Compliance. The Borrower (i) Except where the failure to be in compliance could not present a reasonable likelihood of having a Material Adverse Effect, as at the Initial Closing Date the Company and each Subsidiary of its Subsidiaries is the Company will be, in compliance with all Environmental Laws governing applicable to it and to the Business or its businessassets. At the Initial Closing the Company and each Subsidiary of the Company will be in compliance with all franchises, grants, authorizations, permits, licenses, and approvals required under Environmental Laws, except to the extent that for any such non-compliance or failure to comply (together with obtain such Permits which could not reasonably be expected to have a Material Adverse Effect. The Company has submitted timely and complete applications to renew any resulting penaltiesexpired or expiring Permits required pursuant to any Environmental Law, fines except for any non-compliance or forfeitures) would failure to obtain such Permits which could not reasonably be expected to have a Material Adverse Effect. All licensesreports, permitsdocuments, registrations or approvals other submissions required for by Environmental Laws to be submitted by the conduct of the business of the Borrower and each of its Subsidiaries under Company to any Environmental Law Governmental Authority or Person have been secured and filed by the Borrower and each of its Subsidiaries is in substantial compliance therewithCompany, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is do so would not reasonably likely to have present a reasonable likelihood of having a Material Adverse Effect. Neither the Borrower nor . (a) There is no Hazardous Substance present at any of its Subsidiaries has received written notice, the real property currently owned or otherwise knows, that it is in leased by the Company or any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with Subsidiaries of the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, Company except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would extent that such presence could not reasonably be expected to have a Material Adverse Effect. There are , and (b) to the knowledge of the Company, there was no facts, circumstances, conditions or occurrences on Hazardous Substance present at any of the real property now formerly owned or at any time owned, leased or operated by the Borrower Company during the period of ownership or leasing by the Company or Heritage; and with respect to such real property and subject to the same knowledge and temporal qualifiers concerning Hazardous Substances with respect to formerly owned or leased real properties, there has not occurred (x) any release, or to the knowledge of the Company, any threatened release of a Hazardous Substance, or (y) any discharge or, to the knowledge of the Company, threatened discharge of any Hazardous Substance into the ground, surface or navigable waters which discharge or threatened discharge violates any federal, state, local or foreign laws, rules or regulations concerning water pollution. (iii) None of the Company or any of its the Subsidiaries of the Company has disposed of, transported, or on arranged for the transportation or disposal of any Property adjacent Hazardous Substance where such disposal, transportation, or arrangement would give rise to liability pursuant to CERCLA or any analogous state statute other than any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, liabilities that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (iv) As of the date hereof: (a) no Lien has been asserted by any Governmental Authority or person resulting from the use, spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by the Company, and (b) to the knowledge of the Company, no such Lien was asserted with respect to any of the real property formerly owned or leased by Heritage during the period of ownership or leasing of the real property by such Person. (a) There are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property currently owned or leased by the Company in violation of any Environmental Law, and (b) to the knowledge of the Company, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property formerly owned or leased by Heritage in violation of any Environmental Law during the period of ownership or leasing of such real property by such Person.

Environmental Compliance. The Each parcel of real property in which the Borrower and each or any of its Subsidiaries has a real property interest (whether as fee owner, operator, lessor (directly or indirectly), lessee (directly or indirectly), mortgagee or otherwise) (collectively, "Properties") is in compliance with all Environmental Laws governing its businessexcept for any noncompliance, except to the extent that any when taken singly or with all other such failure to comply (together with any resulting penaltiesnoncompliance, fines or forfeitures) would has not resulted, and could not reasonably be expected to have result, in a Material Adverse Effect. All licensesEffect and has not otherwise resulted, permitsand could not reasonably be expected to result, registrations in liabilities or approvals required for claims against the conduct Borrower, any Subsidiary Guarantor or the Combined Borrowing Entities in an amount exceeding One Million Five Hundred Thousand Dollars ($1,500,000), EXCEPT to the extent any such amounts owing by Borrower or such Subsidiary Guarantor resulting from such noncompliance are either (i) insured and the insurance carrier shall have acknowledged coverage in an amount of the business insurance or shall have been ordered by a court of competent jurisdiction to pay such amounts owing by the Borrower or such Subsidiary Guarantor resulting from such noncompliance, or (ii) subject to the GEC Indemnity, but only to the extent that GEC has acknowledged liability or has been ordered by a court of competent jurisdiction to pay such amount owing by the Borrower or such Subsidiary Guarantor from such noncompliance. With respect to each of the Properties, (a) there is no pending or, to the knowledge of the Borrower, threatened Environmental Claim against the Borrower or any of its Subsidiaries or any other environmental condition with respect to any Property which Environmental Claim or condition, when taken singly or with all other such Environmental Claims or conditions, has resulted, and could reasonably be expected to result, in a Material Adverse Effect or has otherwise resulted, and could reasonably be expected to result, in liabilities or claims against the Borrower, any Subsidiary Guarantor or the Combined Borrowing Entities in an amount exceeding One Million Five Hundred Thousand Dollars ($1,500,000), EXCEPT to the extent any such amounts owing by Borrower or such Subsidiary Guarantor resulting from such Environmental Claims or conditions are either (X) insured and the insurance carrier shall have acknowledged coverage in an amount of the insurance or shall have been ordered by a court of competent jurisdiction to pay such amounts owing by the Borrower or such Subsidiary Guarantor resulting from such Environmental Claims or conditions, or (Y) subject to the GEC Indemnity, but only to the extent that GEC has acknowledged liability or has been ordered by a court of competent jurisdiction to pay such amount owing by the Borrower or such Subsidiary Guarantor from such Environmental Claims or conditions, (b) the Borrower and each of its Subsidiaries are in material compliance with all Environmental Permits, and (c) except as set forth on the Supplemental Schedule, Hazardous Materials have not been released or disposed of on any such Property or, to the best knowledge of the Borrower, any property adjoining any such Property, except in compliance with applicable Environmental Laws. Except as disclosed on the Supplemental Schedule, no Property is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar federal or state list of sites requiring investigation or clean-up. Except as disclosed in the Supplemental Schedule, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, landfills, lagoons, surface impoundments, disposal areas or disposal ponds, on or under any Property that are in violation of any applicable Environmental Law have been secured and Law. Except as disclosed on the Borrower and each of its Subsidiaries is in substantial compliance therewithSupplemental Schedule, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither neither the Borrower nor any of its Subsidiaries has received written noticedirectly transported or directly 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 otherwise knowson any similar federal or state list or which is the subject of any federal, that it is in any respect in noncompliance with, breach of state or default under any applicable writ, order, judgment, injunction, local enforcement actions or decree other investigations which may lead to which claims against the Borrower or such Subsidiary is a party its Subsidiaries for any remedial work, damage to natural resources or that would affect personal injury, including claims under CERCLA. Except as disclosed in the ability Supplemental Schedule, there are no polychlorinated biphenyls or friable asbestos present at any Property in violation of the Borrower any applicable Environmental Law. No condition exists at, on or such Subsidiary to operate under any real property and no event has occurred and is continuing thatProperty, which, with the passage of time time, or the giving of notice or both, would constitute noncompliancegive rise to liability under any Environmental Law except for such a condition, breach of when taken singly or default thereunderwith all other such conditions, except in each such casehas not resulted, such noncompliance, breaches or defaults as would and could not reasonably be expected toto result, in the aggregate, have a Material Adverse EffectEffect and has not otherwise resulted, and could not reasonably be expected to result, in liabilities or claims against the Borrower, any Subsidiary Guarantor or the Combined Borrowing Entities in an amount exceeding Seven Hundred Fifty Thousand Dollars ($750,000). There are Except as disclosed in the Supplemental Schedule, no environmental claims generation, manufacture, storage, treatment, transportation or disposal of Hazardous Material has occurred or is occurring on or from any Property. Except as disclosed in the Supplemental Schedule, the Borrower is not aware of any prior use of any Property by any Persons that constitutes a violation of any Environmental Laws or has resulted in a release of Hazardous Materials into the environment such as would give rise to a cleanup obligation or other Environmental Claim. Except as disclosed in the Supplemental Schedule, the Borrower is not aware of any event, condition or activity which may interfere with or prevent continued compliance by the Borrower or its Subsidiaries with all Environmental Laws. Except as disclosed in the Supplemental Schedule, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, proceeding, notice or demand letter pending as of the Closing Date or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or involving any of its Subsidiaries or on any Property adjacent the Properties relating to any such real propertyviolations of Environmental Laws. To the best knowledge of the Borrower, that are known by except as disclosed in the Borrower or as to which the Borrower or any such Subsidiary has received written noticeSupplemental Schedule, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or there is no pending investigation involving any of its Subsidiaries or any real property the Properties relating to violations of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeituresa) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decisionclaims, ruling actions, suits, notices of violation, notices of potential responsibility or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions proceedings by or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries Subsidiary alleging potential liability or responsibility for violation of, or otherwise relating to, any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipapplicable Environmental Law that could, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any other Subsidiary; and (ii) there has been no Release of Hazardous Materials by any of the Loan Parties or any other Subsidiary at, on, under or from any location in a manner which would reasonably be expected to give rise to liability under applicable Environmental Laws. (c) Neither the Borrower nor any of its Subsidiaries is undertaking, or has completed, either individually or together with other persons, any investigation or response action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (d) All Hazardous Materials transported from any property currently or, to the knowledge of the Borrower or its Subsidiaries, formerly owned or operated by any Loan Party or any other Subsidiary for off-site disposal have been disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (e) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties nor any other Subsidiary has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. (f) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and each other Subsidiary and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws.

Environmental Compliance. (i) The Borrower leased premises of the Corporation and each the Subsidiaries ("Leased Premises") and the owned premises of its the Corporation and the Subsidiaries is (the "Owned Premises") are in compliance with all Environmental Laws governing and environmental permits. (ii) Neither the Corporation nor any Subsidiary as tenant of its businessLeased Premises or as owner of its Owned Premises has released or emitted into the natural environment or discharged or disposed of, except at or on, or otherwise acquiesced or participated in the discharge or disposal of, at or on, the Leased Premises or the Owned Premises or any adjoining properties of any Hazardous Substances. (iv) Neither the Corporation nor any Subsidiary is aware of any notices of noncompliance, complaints, summons, legal actions, charges, work orders, control orders, stop orders, remedial and waste removal or other orders relating to the extent that natural environment made against the Corporation or any Subsidiary under Environmental Laws by any court, governmental authority or third party and there is no judicial, governmental or third party complaint, action or investigation, and there are no facts of which the Corporation or any Subsidiary has written notice which could give rise to any such failure complaint, action or investigation, in respect of the existence on the Leased Premises or Owned Premises of Hazardous Substances brought on or introduced by the Corporation or any Subsidiary. (v) All environmental permits required in order to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower Corporation or any Subsidiary and each of its Subsidiaries under the operations pertaining to the Corporation or any Environmental Law Subsidiary or conducted on the Leased Premises or Owned Premises have been secured obtained, are valid and in full force and effect and are now being complied with. (vi) Neither the Borrower and Corporation nor any Subsidiary has ever been convicted of any offence under Environmental Laws or been found liable in any proceeding to pay any fine or judgment to any person or governmental authority or been required to conduct any clean-up or remediation of the Leased Premises or Owned Premises or any adjoining properties in each case as a result of its Subsidiaries is a release by the Corporation or any Subsidiary of any Hazardous Substances from the Leased Premises or Owned Premises into the environment or the creation of a nuisance. (vii) Any polychlorinated biphenyls ("PCBs") in substantial compliance therewithuse by the Corporation, except for in storage or existing on the Leased Premises or Owned Premises are being used, have been stored or exist in such licensesconcentration or quantities as, permitsin each case, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither with all Environmental Laws. (viii) To the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability best of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the BorrowerCorporation, threatened wherein an unfavorable decision, ruling there is no asbestos or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries asbestos containing materials in or on any Property adjacent to any such real property, that are known by the Borrower Leased Premises or as to which Owned Premises. For the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis purposes of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.this subsection:

Environmental Compliance. The (i) Except where the failure to be in compliance could not present a reasonable likelihood of having a Material Adverse Effect, as of the date hereof the Borrower and each Subsidiary of its Subsidiaries the Borrower is in compliance with all Environmental Laws governing its business, applicable to it and to the Business or Assets. The Borrower and each Subsidiary of the Borrower is in compliance with all franchises, (a) There is no Hazardous Substance present at any of the real property currently owned or leased by the Borrower or any of the Subsidiaries of the Borrower except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would presence could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for and (b) to the conduct knowledge of the business Borrower, there was no Hazardous Substance present at any of the Borrower real property formerly owned or leased by Heritage during the period of ownership or leasing by such Person; and each of its Subsidiaries under with respect to such real property and subject to the same knowledge and temporal qualifiers concerning Hazardous Substances with respect to formerly owned or leased real properties, there has not occurred (x) any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithrelease, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely the knowledge of the Borrower, any threatened release of a Hazardous Substance, or (y) any discharge or, to have a Material Adverse Effect. the knowledge of the Borrower, any threatened discharge of any Hazardous Substance into the ground, surface or navigable waters which discharge or threatened discharge violates any federal, state, local or foreign laws, rules or regulations concerning water pollution. (iii) Neither the Borrower nor any of its the Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower has disposed of, transported, or arranged for the transportation or disposal of any Hazardous Substance where such Subsidiary disposal, transportation, or arrangement would give rise to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, liability pursuant to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower CERCLA or any of its Subsidiaries or on any Property adjacent to analogous state statute other than any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, liabilities that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (iv) Except as disclosed to the Banks in writing, (a) no Lien has been asserted by any Governmental Authority or person resulting from the use, spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by Heritage or the Borrower, and (b) to the knowledge of the Borrower, no such Lien was asserted with respect to any of the real property formerly owned or leased by Heritage during the period of ownership or leasing of the real property by such Person. (a) There are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property currently owned or leased by the Borrower in violation of any Environmental Law, and (b) to the knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property formerly owned or leased by Heritage in violation of any Environmental Law during the period of ownership or leasing of such real property by such Person. (vi) As of the date hereof, any propane is stored, used and handled by the Borrower and the Subsidiaries of the Borrower in compliance with all applicable Environmental Laws except for any storage, use or handling of propane that could not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower will remedy, and will cause each Subsidiary to remedy, any and all failures of its Subsidiaries is in compliance Borrower or any such Subsidiary to comply with all Environmental Laws governing its businessin a timely manner, except to but in any event within any time period required by any applicable governmental authority, including, without limitation, all Environmental Laws in jurisdictions in which the extent that Borrower or any such failure to comply (together Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, noncompliance with any resulting penalties, fines or forfeitures) would not which could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for The Borrower will furnish to the conduct Banks promptly after receipt thereof a copy of the business of any notice the Borrower and each of its Subsidiaries under or any Environmental Law have Subsidiary may receive from any governmental authority, private person or entity or otherwise that any litigation or proceeding pertaining to any environmental, health or safety matter has been secured and filed or is threatened against the Borrower and each of its Subsidiaries is or such Subsidiary, any real property in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party holds any interest or that would affect the ability any past or present operation of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time such litigation or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would proceeding could reasonably be expected to have a Material Adverse Effect. There are no factsThe Borrower will not, circumstancesand will not knowingly allow any other Person to, conditions store, release or occurrences on dispose of hazardous waste, solid waste or other wastes on, under or to any real property now or at any time owned, leased or operated by in which the Borrower holds any direct or indirect interest or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this subsection “litigation or on proceeding” means any Property adjacent to any such real propertydemand, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written claim, notice, that could reasonably be expected: suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise. The Borrower shall defend, indemnify and hold harmless the Banks against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (iincluding attorneys’ fees) to form arising out of or resulting from the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property noncompliance of the Borrower or any Subsidiary with any Environmental Law; provided that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks’ recourse for indemnity in respect of the matters provided for in this Section 7.07 shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a Lien, or a basis of a claim of Lien or levy of execution, against either the Borrower’s general assets or the general assets of any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. The Borrower (a) Each NICC Entity has obtained all permits, licenses and each other authorizations which are required with respect to the operation of its Subsidiaries is the NICC Entities as presently conducted under any Law relating to pollution or protection of human health or the environment, including Laws relating to emissions, discharges, releases or threatened releases or discharges of Air Pollutants, Hazardous Substances, Oils, Pollutants or Contaminants (as such terms are currently defined at 42 U.S.C. ss. 7602 and in compliance with all Environmental Laws governing its businessthe National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. ss. 300.5) into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Air Pollutants, Hazardous Substances, Oils, Pollutants or Contaminants (the "ENVIRONMENTAL LAWS"), except failures to have obtained such permits, licenses and other authorizations as would not, individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines have or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, material adverse effect on the NICC Entities. (b) The Business as presently conducted is in compliance with all terms and conditions of the permits, registrations or approvals licenses and authorizations required for by the conduct of the business of the Borrower Environmental Laws, and each of its Subsidiaries under any is now and has always been in compliance with all Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaws, except for such licensesnoncompliance which would not, permits, registrations individually or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the NICC Entities. There are is no factscivil, circumstancescriminal or administrative action, conditions suit, demand, notice of violation, investigation known to Nestle or occurrences on NICC, proceeding, notice or demand letter pending relating to the property or business of any real property now or at any time ownedNICC Entity or, leased or operated by to the Borrower or any knowledge of its Subsidiaries or on any Property adjacent to any such real propertyNestle and NICC, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim threatened against the Borrower business or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipNICC Entity under Environmental Laws that would, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the NICC Entities. (c) Except as would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the NICC Entities, to the knowledge of Nestle and NICC none of the NICC Entities nor any other Person has buried, released, dumped or disposed of any Hazardous Substances, Oils, Pollutants or Contaminants in quantities requiring investigation or cleanup, or incurring responsibility or liability, under Environmental Laws in each case which have been produced by, or resulting from, any business, commercial or industrial activities, operations, or processes, on, from, to or beneath, the property of any NICC Entity, including, to the knowledge of Nestle and NICC, properties formerly owned by any NICC Entity for which any NICC Entity has retained any material actual or potential liability or responsibility. (d) Except as would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the NICC Entities, no cleanup has occurred or is occurring at any property currently owned or operated by any NICC Entity, which would result or reasonably be expected to result in the assertion or creation of a material Lien on such property by any Governmental Authority with respect thereto, nor has any such assertion of a material Lien been made by any Governmental Authority with respect thereto. (e) Except as would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the NICC Entities, none of the NICC Entities has received any notice from any Governmental Authority or private or public entity or individual requesting information pursuant to Environmental Laws in connection with or advising it that it is in non-compliance with applicable Environmental Laws, or responsible for, or potentially responsible for, costs with respect to a release, a threatened release or clean-up of Air Pollutants, Hazardous Substances, Oils, Pollutants, or Contaminants generated, used, stored, treated, disposed of or transported by any NICC Entity, and no NICC Entity has entered into any agreement regarding the investigation or clean-up of any Hazardous Substances, Oils, Pollutants or Contaminants or responsibility or liability related thereto. (f) Notwithstanding any other representation and warranty in this Article III, the representations and warranties contained in this Section 3.18 constitute the sole representations and warranties of Nestle with respect to any Environmental Law, environmental permit or any Air Pollutants, Hazardous Substances, Oils, Pollutants or Contaminants.

Environmental Compliance. The (i) Except where the failure to be in compliance could not present a reasonable likelihood of having a Material Adverse Effect, as of the date hereof the Borrower and each Subsidiary of its Subsidiaries the Borrower is in compliance with all Environmental Laws governing its businessapplicable to it and to the Business or Assets. The Borrower and each Subsidiary of the Borrower is in compliance with all franchises, grants, authorizations, permits, licenses, and approvals required under Environmental Laws, except to the extent that for any such non-compliance or failure to comply (together with obtain such Permits which could not reasonably be expected to have a Material Adverse Effect. The Borrower has caused Heritage to submit timely and complete applications to renew any resulting penaltiesexpired or expiring Permits required pursuant to any Environmental Law, fines except for any non-compliance or forfeitures) would failure to obtain such permits which could not reasonably be expected to have a Material Adverse Effect. All licensesreports, permitsdocuments, registrations or approvals other submissions required for by Environmental Laws to be submitted by the conduct Borrower to any Governmental Authority or Person have been filed by or on behalf of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithBorrower, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is do so would not reasonably likely to have present a reasonable likelihood of having a Material Adverse Effect. Neither the Borrower nor . (a) There is no Hazardous Substance present at any of its Subsidiaries has received written notice, the real property currently owned or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which leased by the Borrower or such Subsidiary is a party or that would affect any of the ability Subsidiaries of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would extent that such presence could not reasonably be expected to have a Material Adverse Effect. There are , and (b) to the knowledge of the Borrower, there was no facts, circumstances, conditions or occurrences on Hazardous Substance present at any of the real property now formerly owned or at leased by Heritage during the period of ownership or leasing by such Person; and with respect to such real property and subject to the same knowledge and temporal qualifiers concerning Hazardous Substances with respect to formerly owned or leased real properties, there has not occurred (x) any time ownedrelease, leased or operated by to the knowledge of the Borrower, any threatened release of a Hazardous Substance, or (y) any discharge or, to the knowledge of the Borrower, any threatened discharge of any Hazardous Substance into the ground, surface or navigable waters which discharge or threatened discharge violates any federal, state, local or foreign laws, rules or regulations concerning water pollution. (iii) Neither the Borrower or nor any of its the Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower has disposed of, transported, or arranged for the transportation or disposal of any Hazardous Substance where such disposal, transportation, or arrangement would give rise to liability pursuant to CERCLA or any of its Subsidiaries; or (ii) to cause analogous state statute other than any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions liabilities that individually or in the aggregate would could not reasonably be expected to have a Material Adverse Effect. (iv) Except as disclosed to the Banks in writing, (a) no Lien has been asserted by any Governmental Authority or person resulting from the use, spill, discharge, removal, or remediation of any Hazardous Substance with respect to any real property currently owned or leased by Heritage or the Borrower, and (b) to the knowledge of the Borrower, no such Lien was asserted with respect to any of the real property formerly owned or leased by Heritage during the period of ownership or leasing of the real property by such Person. (a) There are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property currently owned or leased by the Borrower in violation of any Environmental Law, and (b) to the knowledge of the Borrower, there were no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of the real property formerly owned or leased by Heritage in violation of any Environmental Law during the period of ownership or leasing of such real property by such Person. (vi) As of the date hereof, any propane is stored, used and handled by the Borrower and the Subsidiaries of the Borrower in compliance with all applicable Environmental Laws except for any storage, use or handling of propane that could not reasonably be expected to have a Material Adverse Effect.